Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of the Company, either manually or by facsimile signature, and have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of execution of this Rights Agreement any such person was not such an officer of the Company. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office in Canton, Massachusetts, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced 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: Rights Agreement (Allaire Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of the Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's seal or a facsimile thereof thereof, which shall be attested by the Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of execution of this Rights Agreement any such person was not such an officer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office in Canton, Massachusettsdesignated for such purpose, books for registration and transfer of the Right Certificates issued hereunderunder this Rights Agreement. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced by each of the Right CertificatesCertificate, the certificate number of each of the Right Certificates Certificate and the date of each of the Right CertificatesCertificate.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer Operating Officer or a Vice President (whether preceded by any additional title) of the Company, either manually or by facsimile signature, and have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Rights Certificates) 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 or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of 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 execution of this Rights Agreement any such person was not such an officer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office in CantonJersey City, MassachusettsNew Jersey, 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 by each of the Right Rights Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.
Appears in 1 contract
Sources: Rights Agreement (Sonosite Inc)
Execution, Countersignature and Registration. (a) The Right Warrant Certificates shall be executed on behalf of the Company by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) authorized officer of the Company, either manually or by facsimile signature, and have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) officer acting in one of the Companycapacities set forth in Exhibit B hereto (an "Authorized Officer"), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Right Warrant Certificates shall be manually countersigned by the Rights Agent and shall U.S. Warrant Agent, either manually or by facsimile signature, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid or obligatory for any purpose unless so countersigned. The U.S. Warrant Agent shall, upon written instructions of an Authorized Officer, initially countersign and deliver Warrant Certificates for all ADS Warrants issuable in respect of the Shares deposited under the Deposit Agreement as of the Record Date, and thereafter shall countersign and deliver Warrant Certificates as otherwise provided in this Warrant Agreement. In case any officer Authorized Officer of the Company who shall have that signed any of the Right Warrant Certificates shall cease ceases to be such an officer Authorized Officer of the Company before countersignature by the Rights U.S. Warrant Agent and issuance and delivery by the Company, such Right Certificates Warrant Certificates, nevertheless, may nevertheless be countersigned by the Rights Agent and U.S. Warrant Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates Warrant Certificate had not ceased to be such an officer of the Company; and any Right Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Warrant Certificate, shall be a proper officer an Authorized Officer of the Company authorized to sign such Right Warrant Certificate, although at the date of the execution of this Rights Warrant Agreement any such person was not such an officer of the Company.
(b) Following the Distribution Date, the Rights Authorized Officer. The U.S. Warrant Agent will keep or cause to be kept, at one of its office offices in Canton, MassachusettsNew York City, books for registration and transfer of the Right Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Warrant Certificates, the number of Rights ADS Warrants evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Warrant Certificates and the date of each of the Right Warrant Certificates.
Appears in 1 contract
Sources: Warrant Agreement (Versatel Telecom International N V)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of the Company, either manually or by facsimile signature, and have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of execution of this Rights Agreement any such person was not such an officer of the Company.
(b) Following the Distribution Date, and receipt by the Rights Agent of (i) written notice of the Distribution Date pursuant to Section 3(b) hereof, and (ii) a shareholder list and all relevant information reasonably requested by the Rights Agent pursuant to Section 3(b) hereof, the Rights Agent will keep or cause to be kept, at its office in Canton, Massachusettsdesignated for such purposes, 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 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: Rights Agreement (Unit Corp)