Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 52 contracts

Sources: Rights Agreement (Stratasys Inc), Rights Agreement (Old Second Bancorp Inc), Rights Agreement (Discovery Holding CO)

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

Appears in 13 contracts

Sources: Rights Agreement (Circuit City Stores Inc), Rights Agreement (Circuit City Stores Inc), Rights Agreement (Circuit City Stores Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 10 contracts

Sources: Rights Agreement (Selectica Inc), Rights Agreement (TreeHouse Foods, Inc.), Rights Agreement (TreeHouse Foods, Inc.)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the CompanyCompany or any other duly authorized officer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 7 contracts

Sources: Rights Agreement (Dallas Semiconductor Corp), Rights Agreement (Matrix Bancorp Inc), Rights Agreement (Hallwood Energy Corp)

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

Appears in 6 contracts

Sources: Rights Agreement (Midway Games Inc), Rights Agreement (WHG Resorts & Casinos Inc), Rights Agreement (Midway Games Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President, any of its Vice Presidents or its Treasurer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent for purposes of authorization only and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 5 contracts

Sources: Rights Agreement (Possis Medical Inc), Rights Agreement (Chronimed Inc), Rights Agreement (Chronimed Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, its President, any of its Vice Presidents or its Treasurer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent for purposes of authorization only and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 5 contracts

Sources: Rights Agreement (Hickory Tech Corp), Rights Agreement (Endocardial Solutions Inc), Rights Agreement (Interra Financial Inc)

Countersignature and Registration. (a) The Each Right Certificates Certificate shall be executed on behalf of the Company by the its Chairman, Chief Executive Officer, President of the Companyor any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Chief Financial Officer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Right Certificates Certificate shall be manually countersigned by the Rights Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease Certificate ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Right 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 person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person person who, at on the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 5 contracts

Sources: Rights Agreement (Ciprico Inc), Rights Agreement (Surmodics Inc), Rights Agreement (Health Risk Management Inc /Mn/)

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

Appears in 5 contracts

Sources: Rights Agreement (Data Transmission Network Corp), Rights Agreement (Quanta Services Inc), Rights Agreement (Valmont Industries Inc)

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

Appears in 5 contracts

Sources: Rights Agreement (United Online Inc), Rights Agreement (Cheniere Energy Inc), Rights Agreement (Assisted Living Concepts Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution DateDate and receipt by the Rights Agent of notice thereof, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunderunder this Agreement. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 5 contracts

Sources: Rights Agreement (Crossroads Systems Inc), Rights Agreement (Discovery Partners International Inc), Rights Agreement (Witness Systems Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates Certificates, and the date of each of the Right Certificates.

Appears in 4 contracts

Sources: Rights Agreement (Yp Corp), Rights Agreement (Yp Corp), Rights Agreement (Yp Corp)

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

Appears in 4 contracts

Sources: Rights Agreement (Polaris Industries Inc/Mn), Rights Agreement (Damark International Inc), Rights Agreement (Celeris Corp)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, the President or the Vice President of Finance, and by the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof and thereof. The Rights Certificates shall be attested by the Secretary of the Companycountersigned, either manually or by facsimile signature. The Right Certificates shall be manually countersigned , by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued Agent, issued, and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at an the office or agency of the Rights Agent designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates Rights Certificates, and the date of each of countersignature thereof by the Right CertificatesRights Agent.

Appears in 4 contracts

Sources: Rights Agreement (Dynamics Research Corp), Rights Agreement (Dynamics Research Corp), Rights Agreement (Dynamics Research Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company Corporation manually or by facsimile by the President Chairman of the CompanyBoard, the President and Chief Executive Officer, the Chief Financial Officer, the Treasurer, the General Counsel and also by any Secretary or any Assistant Secretary, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signaturefacsimile. The Right Certificates shall be manually countersigned by the Rights Agent manually 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 Right 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 Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company Corporation with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purposepurposes, books in any form or medium (including electronic media) for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates on its face and the date and certificate number of each of the Right Certificates.

Appears in 4 contracts

Sources: Rights Agreement (New Giant CORP), Rights Agreement (Riverwood Holding Inc), Rights Agreement (Graphic Packaging Holding Co)

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

Appears in 3 contracts

Sources: Rights Agreement (Hospitality Properties Trust), Rights Agreement (Sis Bancorp Inc), Rights Agreement (Hospitality Properties Trust)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, or its Chief Legal Officer, either manually or by facsimile signature, shall have affixed thereto the Company's seal ’s stamp or a facsimile thereof and thereof. The Right Certificates shall be attested countersigned by the Secretary of the CompanyRights Agent, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent , and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Record Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates Rights issued hereunder. Such books shall show the names and addresses of the respective holders of the Right CertificatesRights, the number of Rights evidenced on its face held by each of the Right Certificates them and the date of issue and number of Rights evidenced by each of the Right Certificates.

Appears in 3 contracts

Sources: Rights Agreement (Nano Dimension Ltd.), Rights Agreement, Rights Agreement (Nano Dimension Ltd.)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this 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 an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunderunder this Agreement. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 3 contracts

Sources: Rights Agreement (Cardium Therapeutics, Inc.), Rights Agreement (Inspire Pharmaceuticals Inc), Rights Agreement (Inspire Pharmaceuticals Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President any authorized officer of the Company, including the Chief Executive Officer, the Chief Financial Officer or the General Counsel, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile electronic signature. The Right Certificates shall be manually countersigned by the Rights Agent either manually or by 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 Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Companyan officer; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (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 or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates Certificates, the certificate number of each Right Certificate and the date of each of the Right Certificates.

Appears in 3 contracts

Sources: Rights Agreement (Sonim Technologies Inc), Rights Agreement (Heliogen, Inc.), Rights Agreement (Kezar Life Sciences, Inc.)

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

Appears in 3 contracts

Sources: Rights Agreement (Heritage Commerce Corp), Rights Agreement (Bank of Marin Bancorp), Rights Agreement (First Financial Bancorp /Ca/)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signaturefacsimile, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Chairman of the Board, the Chief Executive Officer, the President or the Chief Financial Officer and also by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books in any form or medium (including electronic media) for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates on its face and the date and certificate number of each of the Right Certificates.

Appears in 3 contracts

Sources: Rights Agreement (Domtar CORP), Rights Agreement (Bairnco Corp /De/), Rights Agreement (Syniverse Holdings Inc)

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

Appears in 3 contracts

Sources: Rights Agreement (Biolase Technology Inc), Rights Agreement (Document Sciences Corp), Rights Agreement (Document Sciences Corp)

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

Appears in 3 contracts

Sources: Rights Agreement (Elite Pharmaceuticals Inc /Nv/), Rights Agreement (United Online Inc), Rights Agreement (Petroleum Development Corp)

Countersignature and Registration. (a) The Right Certificates shall will be executed on behalf of the Company by the President President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall must be manually countersigned by the Rights Agent and shall will not be valid for any purpose unless countersigned. In case any officer of the Company who shall have has signed any of the Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be was a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall will show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 3 contracts

Sources: Rights Agreement (Pinnacle Airlines Corp), Rights Agreement (Pinnacle Airlines Corp), Rights Agreement (Pinnacle Airlines Corp)

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

Appears in 3 contracts

Sources: Rights Agreement (Toys R Us Inc), Rights Agreement (Toys R Us Inc), Rights Agreement (Toys R Us Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Federal Signal Corp /De/), Rights Agreement (Federal Signal Corp /De/)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President, any of its Vice Presidents or its Treasurer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent for purposes of authorization only and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Plan 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 an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 2 contracts

Sources: Rights Plan Agreement (Medgenesis Inc), Rights Plan Agreement (Medgenesis Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Theravance Inc), Rights Agreement (Theravance Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company Company, unless otherwise determined by the President Board of Directors, by its Chairman of the CompanyBoard, either manually its Chief Executive Officer, its President, any of its Vice Presidents, Secretary or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Companyits Treasurer, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such that officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such those Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such those Right Certificates had not ceased to be such that officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such that Right Certificate, shall be a proper officer of the Company to sign such that Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such Those books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 2 contracts

Sources: Rights Agreement (SBS Technologies Inc), Rights Agreement (SBS Technologies Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Genlyte Group Inc), Rights Agreement (Computer Horizons Corp)

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

Appears in 2 contracts

Sources: Rights Agreement (Main Street Restaurant Group, Inc.), Rights Agreement (Andrx Corp /De/)

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

Appears in 2 contracts

Sources: Rights Agreement (Catalyst Pharmaceutical Partners, Inc.), Rights Agreement (Medical Staffing Network Holdings Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Nordson Corp), Rights Agreement (Nordson Corp)

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

Appears in 2 contracts

Sources: Rights Agreement (Stancorp Financial Group Inc), Rights Agreement (Stancorp Financial Group Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Phelps Dodge Corp), Rights Agreement (Phelps Dodge Corp)

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

Appears in 2 contracts

Sources: Rights Agreement (Belo a H Corp), Rights Agreement (Belo a H Corp)

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

Appears in 2 contracts

Sources: Rights Agreement (August Technology Corp), Rights Agreement (Medtronic Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Companyits Chief Executive Officer or its President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (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 or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 2 contracts

Sources: Rights Agreement (Gametech International Inc), Rights Agreement (Gametech International Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Juniata Valley Financial Corp), Rights Agreement (Juniata Valley Financial Corp)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, its President, any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be either manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right CertificateRights Certificate (as described in the first sentence of this Section 5), 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 or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates of each series issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 2 contracts

Sources: Rights Agreement (Nanophase Technologies Corporation), Rights Agreement (Nanophase Technologies Corporation)

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

Appears in 2 contracts

Sources: Rights Agreement (Basic Energy Services Inc), Rights Agreement (Administaff Inc \De\)

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

Appears in 2 contracts

Sources: Rights Agreement (Criticare Systems Inc /De/), Rights Agreement (Criticare Systems Inc /De/)

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

Appears in 2 contracts

Sources: Rights Agreement (Digi International Inc), Share Rights Agreement (Digi International Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its President, any of the Companyits Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually duly countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 2 contracts

Sources: Rights Agreement (First Oak Brook Bancshares Inc), Rights Agreement (Wintrust Financial Corp)

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

Appears in 2 contracts

Sources: Rights Agreement (Enterprise Bancorp Inc /Ma/), Rights Agreement (Lojack Corp)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, President or any Vice President, 18 22 either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.the

Appears in 2 contracts

Sources: Rights Agreement (Ohio Casualty Corp), Rights Agreement (Ohio Casualty Corp)

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

Appears in 2 contracts

Sources: Rights Agreement (State Street Corp), Rights Agreement (State Street Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Companya duly authorized officer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary a duly authorized officer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and may be issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent (or, at the Company's option, the Company) will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date and certificate number of each of the Right Certificates.

Appears in 2 contracts

Sources: Rights Agreement (Kuhlman Corp), Rights Agreement (Kuhlman Corp)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its President, any of the Companyits Vice Presidents or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, manually countersigned or by facsimile, by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person individual who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person individual who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person individual was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates Rights Certificates, Certificate numbers and the date of each of the Right Rights Certificates.

Appears in 2 contracts

Sources: Rights Agreement (American Medical Security Group Inc), Rights Agreement (American Medical Security Group Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Green Daniel Co), Rights Agreement (Green Daniel Co)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President Chief Executive Officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 2 contracts

Sources: Rights Agreement (Nine West Group Inc /De), Rights Agreement (Nine West Group Inc /De)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary any other officer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 2 contracts

Sources: Section 382 Rights Agreement (Navidea Biopharmaceuticals, Inc.), Section 382 Rights Agreement (Gannett Co., Inc.)

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

Appears in 2 contracts

Sources: Renewed Rights Agreement (Textron Inc), Renewed Rights Agreement (Textron Inc)

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

Appears in 2 contracts

Sources: Rights Agreement (Finish Line Inc /In/), Rights Agreement (Life Time Fitness, Inc.)

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

Appears in 2 contracts

Sources: Rights Agreement (El Capitan Precious Metals Inc), Rights Agreement (El Capitan Precious Metals Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the President Board, its President, any Executive Vice President, or any Senior Vice President, and by the Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signaturethereof. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersignedmanually countersigned by an authorized signatory of the Rights Agent. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the . The Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal offices, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the Table of Contents names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 2 contracts

Sources: Rights Agreement (Circuit City Stores Inc), Rights Agreement (Circuit City Stores Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Enesco Group Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Communications Systems Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Armstrong Holdings Inc /Pa/)

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

Appears in 1 contract

Sources: Rights Agreement (Valmont Industries Inc)

Countersignature and Registration. (a) The Right Rights Certificates --------------------------------- shall be executed on behalf of the Company Trust by the President its Chairman of the CompanyBoard, President or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested to by the Secretary or an Assistant Secretary of the CompanyTrust, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Trust who shall have signed any of the Right 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 Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company Trust with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the CompanyTrust; and any Right Certificate Rights Certificates may be signed on behalf of the Company Trust by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company Trust to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeone of its offices, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the certificate number and date of each of the Right Rights Certificates.

Appears in 1 contract

Sources: Rights Agreement (Federal Realty Investment Trust)

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

Appears in 1 contract

Sources: Rights Agreement (Civic Bancorp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the Secretary of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the CompanyCompany manually, either manually by facsimile signature or by facsimile signatureother customary means of electronic transmission (e.g., “pdf”). The Right Certificates shall be manually countersigned (manually, by facsimile or by other means of electronic transmission (e.g., “pdf”)) by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (Asta Funding Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution DateDate and receipt by the Rights Agent of all necessary information, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (Vignette Corp)

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

Appears in 1 contract

Sources: Rights Agreement (Met Pro Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President any one of the Companyits Chief Executive Officer, either manually its President, its Chief Financial Officer or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof any of its Vice Presidents and shall be attested by the Secretary of the Companyor Assistant Secretary, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution signing of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information, the Rights Agent will keep or cause to be kept, at an its office or agency offices designated for such purpose, books for registration and transfer of the Right Certificates issued hereunderCertificates. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (Rogue Wave Software Inc /Or/)

Countersignature and Registration. (a) The Right Certificates --------------------------------- shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President, any of its Vice Presidents or its Treasurer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent for purposes of authorization only and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (Otter Tail Power Co)

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

Appears in 1 contract

Sources: Rights Agreement (Target Corp)

Countersignature and Registration. (a) The Each Right Certificates Certificate shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, President or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Right Certificates Certificate shall be manually 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 Right Certificates Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Right 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 person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person person who, at on the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency one or more offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, and in such purposeother locations as may be required by law, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (St Jude Medical Inc)

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

Appears in 1 contract

Sources: Rights Agreement (LSB Corp)

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

Appears in 1 contract

Sources: Rights Agreement (Fluke Corp)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 1 contract

Sources: Rights Agreement (Palm Harbor Homes Inc /Fl/)

Countersignature and Registration. (a) The Right Rights Certificates shall be --------------------------------- executed on behalf of the Company by the President its Chairman of the CompanyBoard, Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution DateDate and receipt by the Rights Agent of all relevant information, the Rights Agent will keep or cause to be kept, at an office or agency its offices designated for such purposepurposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 1 contract

Sources: Rights Agreement (Stancorp Financial Group Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Carmax Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Imation Corp)

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

Appears in 1 contract

Sources: Rights Agreement (Philip Services Corp/De)

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

Appears in 1 contract

Sources: Rights Agreement (Suffolk Bancorp)

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

Appears in 1 contract

Sources: Rights Agreement (Softech Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.the

Appears in 1 contract

Sources: Rights Agreement (Sterigenics International Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Steak & Shake Co)

Countersignature and Registration. (a) The Each Right Certificates shall Certificate will be executed on behalf of the Company by the its Chairman, Chief Executive Officer, President of the Companyor any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Chief Financial Officer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Right Certificates shall Certificate will be manually 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 If any officer of the Company who shall have signed any of the Right Certificates shall cease Certificate ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Right 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 person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person person who, at on the actual date of the execution of such Right Certificate, shall will be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall will show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (Waters Instruments Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Chesapeake Energy Corp)

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

Appears in 1 contract

Sources: Rights Agreement (Associated Group Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President or its Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof and thereof. The Rights Certificates shall be attested countersigned manually by the Secretary Rights Agent upon the written direction of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right CertificatesRights Certifi- ▇▇▇▇▇, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency offices designated as the appropriate place for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the certificate number of each of the Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right CertificatesRights Certifi- ▇▇▇▇▇.

Appears in 1 contract

Sources: Rights Agreement (First American Financial Corp)

Countersignature and Registration. (a) The Right Certificates --------------------------------- shall be executed on behalf signed in the name of the Company by the President its Chairman of the CompanyBoard or its Chief Executive Officer and by its Chief Financial Officer or Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signaturethereof. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (St John Knits Inc)

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

Appears in 1 contract

Sources: Bonus Rights Agreement (Tikcro Technologies LTD)

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

Appears in 1 contract

Sources: Rights Agreement (Ask Jeeves Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board or the President and by the Secretary or an Assistant Secretary of the Company under the corporate seal of the Company; provided that the signature of such officers upon the Rights Certificates may be in the form of a facsimile signature and may be imprinted or otherwise reproduced on the Rights Certificates, either manually or by the Company hereby adopting as binding upon it such facsimile signaturesignatures, notwithstanding the fact that at the time of the issuance of such Rights Certificates such officer shall have affixed thereto ceased to hold such office, and provided that the Company's seal or of the Company may be in the form of a facsimile thereof and shall may be attested by imprinted or otherwise reproduced on the Secretary of the Company, either manually or by facsimile signatureRights Certificates. The Right Certificates Rights Certificate shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency offices designated as the appropriate place or places for such purposesurrendering Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 1 contract

Sources: Section 382 Rights Agreement (Pma Capital Corp)

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

Appears in 1 contract

Sources: Rights Agreement (Federal Signal Corp /De/)

Countersignature and Registration. (a) The Right Warrant Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, either manually its President, or any Vice President, by facsimile signature, shall and have affixed thereto a facsimile of the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or Company by facsimile signature. The Right Warrant Certificates shall be manually countersigned counter-signed by the Rights Warrant Agent and shall not be valid for any purpose unless countersignedso counter-signed. In case any officer of the Company who shall have has signed any of the Right Warrant Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Right Warrant Certificates, nevertheless, may be countersigned counter-signed by the Rights Agent and issued Warrant Agent, issued, and delivered by the Company with the same force and effect as though the Person person who signed such Right Warrant Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who. Warrant Agent shall keep, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency its designated for such purposeoffice, books for registration and transfer of the Right Warrant Certificates issued hereunder. Such books shall show the names and addresses address of the respective holders of the Right Warrant Certificates, the number of Rights Warrants evidenced on its face by each of the Right Certificates Warrant Certificates, and the date of each of the Right Warrant Certificates.

Appears in 1 contract

Sources: Warrant Agreement (DRS Technologies Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Chief Executive Officer, the President or any Vice President and also by the Chief Financial Officer, the Treasurer, any Assistant Treasurer. the Secretary of the Company, either manually or by facsimile signatureany Assistant Secretary. The Right Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office in Canton, Massachusetts. books in any form or agency designated for such purpose, books medium (including electronic media) for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates on its face and the date and certificate number of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (Hancock John Financial Services Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Gsi Commerce Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Maritrans Inc /De/)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board or the President and by the Secretary or an Assistant Secretary of the Company under the corporate seal of the Company; provided that the signature of such officers upon the Right Certificates may be in the form of a facsimile signature and may be imprinted or otherwise reproduced on the Right Certificates, either manually or by the Company hereby adopting as binding upon it such facsimile signaturesignatures, notwithstanding the fact that at the time of the issuance of such Right Certificates such officer shall have affixed thereto ceased to hold such office, and provided that the Company's seal or of the Company may be in the form of a facsimile thereof and shall may be attested by imprinted or otherwise reproduced on the Secretary of the Company, either manually or by facsimile signatureRight Certificates. The Right Certificates Certificate shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an its principal office or agency offices designated as the appropriate place or places for such purposesurrendering of Right Certificates upon exercise or transfer, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Rights Agreement (Monsanto Co)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President any member of the CompanyBoard, either manually its President or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary any of the Companyits Vice Presidents, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by an authorized signatory of the Rights Agent and Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement Plan any such Person person was not such an officer. (b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purposeits principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Appears in 1 contract

Sources: Termination Agreement (Alpharma Inc)

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

Appears in 1 contract

Sources: Rights Agreement (Comarco Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chief Executive Officer, its President, its Chief Financial Officer or any Vice President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office its offices in South St. ▇▇▇▇, Minnesota or agency designated for such purposeNew York, New York, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Appears in 1 contract

Sources: Rights Agreement (RTW Inc /Mn/)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, its President, or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile signature countersigned by an authorized signatory of the Rights Agent which may, but need not, be the same signatory for all the Right Certificates. The Right Certificates shall show the date of countersignature and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this 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 an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.of

Appears in 1 contract

Sources: Rights Agreement (Foster Wheeler Corp)

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

Appears in 1 contract

Sources: Rights Agreement (Smith & Wesson Holding Corp)

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

Appears in 1 contract

Sources: Rights Agreement (Theravance Inc)