Common use of Certificates of Shares Clause in Contracts

Certificates of Shares. The ownership of Shares shall be evidenced by certificates. Each Shareholder shall be entitled to a certificate representing such Shareholder’s Shares in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman or Vice Chairman of the Board of Directors. Such signatures may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. The certificates of shares of the Company shall be numbered and shall be entered in the books of the Company as they are issued. They shall exhibit the holder’s name and the number of shares, shall be signed by the Chairman or Vice Chairman of the Board of Directors and shall bear the Company seal, if any. Unless otherwise determined by the Board of Directors, one (1) share shall be issued to each Shareholder for each dollar (US$1.00) of share capital contributed to the Company. The Company shall issue share certificates to all initial Shareholders, any Shareholders later admitted, and to any Shareholder contributing additional capital to the Company. The Company shall keep a register of its Shareholders at its principal offices (or such other location as may be required by the Act), or at any other office designated by the Board of Directors. There shall be entered on such register, at any time of the issuance of each share, the number of the certificate issued, the kind of certificate issued, the name, address, and other contact information of the person owning the shares represented thereby, the number of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the Company shall be marked “cancelled” with the date of cancellation. Each Shareholder of the Company has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth herein or as may be established by the Board of Directors, to obtain copies of books and records, tax returns, shareholder lists, organizational documents, capital contribution statements, and other information related to the status of the business from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company, but only during the Company’s normal business hours.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Cooke Bros Holdings LTD), Limited Liability Company Agreement (Cooke Bros Holdings LTD), Limited Liability Company Agreement (Cott Holdings Inc.)

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Certificates of Shares. The ownership certificates for shares of Shares the capital stock of the Corporation shall be evidenced by certificates. Each Shareholder shall be entitled to a certificate representing such Shareholder’s Shares in such form as may from time to time shall be prescribed approved by the Board of Directors. Such certificate The Corporation shall deliver certificates representing shares to which shareholders are entitled. Certificates representing shares shall be signed by the Chairman President or a Vice Chairman President and either the Secretary, and may bear the seal of the Board Corporation or a facsimile thereof. The signatures of Directors. Such signatures such officers upon a certificate may be facsimilefacsimiles. In case any officer, transfer agent or registrar officer who has signed or whose facsimile signature has been placed on upon such certificate shall have ceased to be such officer, transfer agent or registrar officer before such certificate is issued, it may be issued by the Company Corporation with the same effect as if he or she were such officer, transfer agent or registrar officer at the time date of its issueissuance. The certificates of shares of the Company Certificates shall be consecutively numbered and shall be entered in the books of the Company Corporation as they are issued and shall state upon the face thereof: (a) that the Corporation is organized under the laws of the State of Texas, (b) the name of the person to whom the shares are issued. They shall exhibit , (c) the holder’s name number and class of shares and the number designation of sharesthe series, shall be signed if any, which such certificate represents, and (d) the par value of each share represented by such certificate, or a statement that the shares are without par value. Each certificate representing shares issued by the Chairman Corporation (a) shall conspicuously set forth on the face or Vice Chairman back of the certificate a full statement of all the designations, preferences, limitations, and relative rights of the shares of each series to the extent they have been fixed and determined and the authority of the Board of Directors to fix and determine the designations, preferences, limitations, and relative rights of subsequent series or the limitation or (b) shall bear conspicuously state on the Company seal, if any. Unless otherwise determined by face or back of the Board certificate that (i) such a statement is set forth in the Certificate of Directors, one Formation on file in the office of the Secretary of State of the State of Texas and (1ii) share shall be issued to each Shareholder for each dollar (US$1.00) the Corporation will furnish a copy of share capital contributed such statement to the Company. The Company shall issue share certificates to all initial Shareholders, any Shareholders later admitted, and to any Shareholder contributing additional capital record holder of the certificate without charge on request to the Company. The Company shall keep a register of its Shareholders Corporation at its principal offices (place of business or such other location as may be required registered office. Each certificate representing shares issued by the Act), Corporation (x) shall conspicuously set forth on the face or at any other office designated by the Board of Directors. There shall be entered on such register, at any time of the issuance of each share, the number back of the certificate issued, the kind of certificate issued, the name, address, and other contact information a full statement of the person owning limitation or denial of preemptive rights contained in the shares represented thereby, Certificate of Formation or (y) shall conspicuously state on the number face or back of the certificate that (i) such a statement is set forth in the Certificate of Formation on file in the office of the Secretary of State of the State of Texas and (ii) the Corporation will furnish a copy of such shares, and the date of issuance thereof. Every certificate exchanged or returned statement to the Company shall be marked “cancelled” with the date of cancellation. Each Shareholder record holder of the Company has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth herein or as may be established by the Board of Directors, to obtain copies of books and records, tax returns, shareholder lists, organizational documents, capital contribution statements, and other information related certificate without charge on request to the status Corporation at its principal place of the business from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company, but only during the Company’s normal business hoursor registered office.

Appears in 2 contracts

Samples: Voting Agreement (Dawson Geophysical Co), Voting Agreement (TGC Industries Inc)

Certificates of Shares. The ownership shares of Shares the Corporation shall be evidenced represented by certificates. Each Shareholder , provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be entitled uncertificated shares. Any such resolution shall not apply to shares represented by a certificate representing until such Shareholder’s Shares in certificate is surrendered to the Corporation. Notwithstanding the adoption of such form as may from time to time be prescribed a resolution by the Board of Directors. Such certificate , every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors. Such signatures , or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form; provided, however, that, where any such certificate is signed (a) by a transfer agent or an assistant transfer agent, or (b) by a transfer clerk acting on behalf of the Corporation and a registrar, if the Board of Directors shall by resolution so authorize, the signature of such Chairman of the Board, President, Vice President, Treasurer, Secretary, Assistant Treasurer or Assistant Secretary may be facsimilefacsimiles thereof. In case any officerofficer or officers of the Corporation who shall have signed, transfer agent or registrar who has signed or whose facsimile signature has or signatures shall have been placed on used on, any such certificate shall cease to be such officer or officers, whether by reason of death, resignation or otherwise, before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate, or whose facsimile signature or signatures shall have been affixed thereto, had not ceased to be such officer, transfer agent officer or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. The certificates of shares of the Company shall be numbered and shall be entered in the books of the Company as they are issued. They shall exhibit the holder’s name and the number of shares, shall be signed by the Chairman or Vice Chairman of the Board of Directors and shall bear the Company seal, if any. Unless otherwise determined by the Board of Directors, one (1) share shall be issued to each Shareholder for each dollar (US$1.00) of share capital contributed to the Company. The Company shall issue share certificates to all initial Shareholders, any Shareholders later admitted, and to any Shareholder contributing additional capital to the Company. The Company shall keep a register of its Shareholders at its principal offices (or such other location as may be required by the Act), or at any other office designated by the Board of Directors. There shall be entered on such register, at any time of the issuance of each share, the number of the certificate issued, the kind of certificate issued, the name, address, and other contact information of the person owning the shares represented thereby, the number of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the Company shall be marked “cancelled” with the date of cancellation. Each Shareholder of the Company has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth herein or as may be established by the Board of Directors, to obtain copies of books and records, tax returns, shareholder lists, organizational documents, capital contribution statements, and other information related to the status of the business from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company, but only during the Company’s normal business hoursofficers.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Outerwall Inc), Agreement and Plan of Merger (ADT Corp)

Certificates of Shares. The ownership shares of Shares the Corporation shall be evidenced represented by certificates. Each Shareholder , provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its shares shall be entitled uncertificated. Any such resolution shall not apply to shares represented by a certificate representing until such Shareholder’s Shares in certificate is surrendered to the Corporation. Notwithstanding the adoption of such form as may from time to time be prescribed a resolution by the Board of Directors. Such certificate , every holder of shares represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors. Such signatures , or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form; provided, however, that, where any such certificate is signed (a) by a transfer agent or an assistant transfer agent, or (b) by a transfer clerk acting on behalf of the Corporation and a registrar, if the Board of Directors shall by resolution so authorize, the signature of such Chairman of the Board, President, Vice President, Treasurer, Secretary, Assistant Treasurer or Assistant Secretary may be facsimilefacsimiles thereof. In case any officerofficer or officers of the Corporation who shall have signed, transfer agent or registrar who has signed or whose facsimile signature has or signatures shall have been placed on used on, any such certificate shall cease to be such officer or officers, whether by reason of death, resignation or otherwise, before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate, or whose facsimile signature or signatures shall have been affixed thereto, had not ceased to be such officer, transfer agent officer or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. The certificates of shares of the Company shall be numbered and shall be entered in the books of the Company as they are issued. They shall exhibit the holder’s name and the number of shares, shall be signed by the Chairman or Vice Chairman of the Board of Directors and shall bear the Company seal, if any. Unless otherwise determined by the Board of Directors, one (1) share shall be issued to each Shareholder for each dollar (US$1.00) of share capital contributed to the Company. The Company shall issue share certificates to all initial Shareholders, any Shareholders later admitted, and to any Shareholder contributing additional capital to the Company. The Company shall keep a register of its Shareholders at its principal offices (or such other location as may be required by the Act), or at any other office designated by the Board of Directors. There shall be entered on such register, at any time of the issuance of each share, the number of the certificate issued, the kind of certificate issued, the name, address, and other contact information of the person owning the shares represented thereby, the number of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the Company shall be marked “cancelled” with the date of cancellation. Each Shareholder of the Company has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth herein or as may be established by the Board of Directors, to obtain copies of books and records, tax returns, shareholder lists, organizational documents, capital contribution statements, and other information related to the status of the business from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company, but only during the Company’s normal business hoursofficers.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apollo Education Group Inc), The Agreement and Plan of Merger (Apollo Education Group Inc)

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Certificates of Shares. The ownership of Shares shall be evidenced by certificates. Each Shareholder shall be entitled to a certificate representing such Shareholder’s Shares in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman or Vice Chairman of the Board of Directors. Such signatures may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. The certificates of shares of the Company shall be numbered and shall be entered in the books of the Company as they are issued. They shall exhibit the holder’s name and the number of shares, shall be signed by the Chairman or Vice Chairman of the Board of Directors and shall bear the Company seal, if any. Unless otherwise determined by the Board of Directors, ; one (1) share shall be issued to each Shareholder for each dollar (US$US$ 1.00) of share capital contributed to the Company. The Company shall issue share certificates to all initial Shareholders, any Shareholders later admitted, and to any Shareholder contributing additional capital to the Company. The Company shall keep a register of its Shareholders at its principal offices (or such other location as may be required by the Act), or at any other office designated by the Board of Directors. There shall be entered on such register, at any time of the issuance of each share, the number of the certificate issued, the kind of certificate issued, the name, address, and other contact information of the person owning the shares represented thereby, the number of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the Company shall be marked “cancelled” with the date of cancellation. Each Shareholder of the Company has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth herein or as may be established by the Board of Directors, to obtain copies of books and records, tax returns, shareholder lists, organizational documents, capital contribution statements, and other information related to the status of the business from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company, but only during the Company’s normal business hours.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cooke Bros Holdings LTD)

Certificates of Shares. The ownership of Shares shall be evidenced by certificates. Each Shareholder shall be entitled to a certificate representing such Shareholder’s Shares in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman or Vice Chairman of the Board of Directors. Such signatures may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be be. such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. The certificates of shares of the Company shall be numbered and shall be entered in the books of the Company as they are issued. They shall exhibit the holder’s name and the number of shares, shall be signed by the Chairman or Vice Chairman of the Board of Directors and shall bear the Company seal, if any. Unless otherwise determined by the Board of Directors, one (1) share shall be issued to each Shareholder for each dollar (US$1.00) of share capital contributed to the Company. The Company shall issue share certificates to all initial Shareholders, any Shareholders later admitted, and to any Shareholder contributing additional capital to the Company. The Company shall keep a register of its Shareholders at its principal offices (or such other location as may be required by the Act), or at any other office designated by the Board of Directors. There shall be entered on such register, at any time of the issuance of each share, the number of the certificate issued, the kind of certificate issued, the name, address, and other contact information of the person owning the shares represented thereby, the number of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the Company shall be marked “cancelled” with the date of cancellation. Each Shareholder of the Company has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth herein or as may be established by the Board of Directors, to obtain copies of books and records, tax returns, shareholder lists, organizational documents, capital contribution statements, and other information related to the status of the business from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company, but only during the Company’s normal business hours.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cooke Bros Holdings LTD)

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