Common use of Execution, Countersignature and Registration Clause in Contracts

Execution, Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by the Chairman and Chief Executive Officer, the Chief Financial Officer or a Vice President 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 by 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 Certificate 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.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by (x) the Chairman Chairman, or any Vice President, and Chief Executive Officerby the Secretary, any Assistant Secretary, the Chief Financial Officer Treasurer or a Vice President of any Assistant Treasurer or (y) any two officers designated by the CompanyBoard, either manually or by facsimile signature, and may have affixed thereto the Company’s seal or a facsimile thereof. The Right Certificates shall be manually countersigned by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that 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 by 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 Certificate 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.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by (x) the Chairman and of the Board, the Chief Executive Officer, the President, the Chief Financial Operating Officer or a any Vice President of President, and by the CompanySecretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, and may have affixed thereto the Company’s seal or a facsimile thereof. The Right Certificates shall be manually countersigned by the Rights Agent either manually or by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that 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 by 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 Certificate 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.