Certificate of Stock. a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares. b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation. d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. e) If a share certificate: (i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate; (ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or (iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
Appears in 2 contracts
Samples: Merger Agreement (China PharmaHub Corp.), Merger Agreement (World Wide Relics Inc.)
Certificate of Stock. (Section 78.235)
(a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually or by facsimile), by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder him in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, stock but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
(c) If the Corporation issued issues uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder Stockholder a written statement certifying the number of shares owned by such shareholder Stockholder in the Corporation.
(d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e. Section2 β Lost or Destroyed Certificates (Section 104.8405) If The Board of Directors may direct a share certificate:
(i) is worn out new certificate or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate certificates to be cancelled and issue a new certificate;
(ii) is issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyeddestroyed if the owner:
(a) so requests before the Corporation has notice that the shares have been acquired by a bona fide purchaser,
(b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other requirements, then upon proof being given to the satisfaction including evidence of the Directors and upon and indemnitysuch loss, if any being giventheft or destruction, as may be imposed by the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such requestCorporation.
Appears in 2 contracts
Samples: Assignment and Assumption of Stock and Consulting Agreements (Teen Glow Makeup, Inc.), Assignment and Assumption of Coal Agreement (Teen Glow Makeup, Inc.)
Certificate of Stock. a) The shares Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation shall be represented by certificates or shall be uncertificated shares.
b) Certificated shares corporation by, the chairman of the Corporation shall be signedBoard of Directors, either manually the president or by facsimile, by officers or agents designated a vice-president and counter-signed by the Corporation for such purposestreasurer, and shall certify an assistant treasurer, the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned secretary or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile an assistant secretary of the signatures of the officers or agentscorporation, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder him in the Corporation.
dcorporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. If the corporation shall be authorized to issue more than one (1) Except class of stock, the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the corporation is authorized to issue shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class, provided that, except as otherwise provided by law, the rights and obligations in section 2-211 of the holders of uncertificated shares and the rights and obligations Maryland General Corporation Law, in lieu of the holders of certificates representing shares of foregoing requirements, there may be set forth on the same class and series shall be identical.
e) If a share certificate:
(i) is worn out face or defaced, the Directors shall, upon production to them back of the certificate and upon which the corporation shall issue to represent such other termsclass of stock, if any, as they may think fit, order a statement that the corporation will furnish without charge to each stockholder who so requests the required information.
Section 2. Any of or all the signatures on the certificate may be facsimile. LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate or certificates to be cancelled and issue a new certificate;
(ii) is issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, then upon proof being given the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the satisfaction issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the Directors and upon and indemnity, if same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any being given, as claim that may be made against the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it corporation with respect to the Corporation with a written request that the Corporation issue in his certificate alleged to have been lost, stolen or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such requestdestroyed.
Appears in 1 contract
Samples: Merger Agreement (Perry-Judds Inc)
Certificate of Stock. a) The shares Section 1. Every holder of capital stock in the Corporation shall be represented by certificates entitled to have a certificate, signed by, or shall be uncertificated shares.
b) Certificated shares in the Corporation's name by, the Chairman, the President, Executive Vice President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation shall be signedCorporation, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify certifying the number of shares of the Corporation's capital stock owned by the shareholder in the Corporationhim.
Section 2. Whenever any Where a certificate is countersigned or otherwise authenticated signed (1) by a transfer agent or an assistant transfer clerk, agent or (2) by a transfer clerk acting on the Corporation's behalf and by a registrar, then a facsimile the signature of the signatures of the officers any such Chairman, President, Executive Vice President, Vice President, Treasurer, Assistant Treasurer, Secretary or agents, the transfer agent or transfer clerk or the registrar of the Corporation Assistant Secretary may be printed or lithographed upon the certificate in lieu of the actual signaturesfacsimile. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If In case any officer or officers who has signed have signed, or whose facsimile signature has or signatures have been placed upon used on, any such certificatecertificate or certificates shall cease to be such officer or officers of the Corporation, shall whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer before such or officers of the Corporation. LOST CERTIFICATES
Section 3. The Secretary or Treasurer may direct a new certificate is issued, it may or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation with alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Secretary or Treasurer may, in such officer's discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same effect in such manner as if he were such officer at the date of its issue.
c) If shall require and/or to give the Corporation issued uncertificated shares a bond in such sum as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except officer may direct as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall indemnity against any claim that may be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to made against the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as respect to the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such requestalleged to have been lost or destroyed.
Appears in 1 contract
Samples: Bylaws (Bedding Experts Inc)
Certificate of Stock. a) The shares SECTION 1. Every holder of stock in the Corporation shall be represented by certificates entitled to have a certificate signed by, or shall be uncertificated shares.
b) Certificated shares in the name of the Corporation shall be signedby, either manually the Chairman or by facsimileVice Chairman of the Board of Directors, by officers of the President or agents designated by a Vice President and the Corporation for such purposesTreasurer or an Assistant Treasurer, and shall certify or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by the shareholder him in the Corporation. Whenever Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.
SECTION 2. Any of or all the signatures on the certificate is countersigned or otherwise authenticated by a may be facsimile. In case any officer, transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, a certificate shall have ceased to be such officer officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer officer, transfer agent or registrar at the date of its issue.. LOST CERTIFICATES
c) If SECTION 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production alleged to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is have been lost, stolen or destroyed, then upon proof being given the making of an affidavit of that fact by the person claiming the Certificate of Stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the satisfaction issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK
SECTION 4. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, upon surrender to the Corporation or the transfer agent for the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer and the payment of all taxes due thereon, it shall be the duty of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall Corporation to issue a new certificate; orcertificate to the person entitled thereto, cancel the old certificate and record the transactions upon its books. FIXING THE RECORD DATE
(iiiA) represents more than one share and the registered owner surrenders it to the Corporation with a written request In order that the Corporation issue may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in his respect of any change, conversion or her name two exchange of stock or more certificatesfor the purpose of any other lawful action, each representing a except as specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered(b) below, the Corporation Board of Directors may fix, in advance, a record date, which shall cancel not be more than sixty (60) nor less than ten (10) days before the certificate so surrendered and issue new certificates in accordance with date of such request.meeting, nor more than sixty
Appears in 1 contract
Samples: Form 8 A