Common use of Certificates of Stock Clause in Contracts

Certificates of Stock. Certificates of stock shall be issued to each Stockholder certifying the number of shares owned by him in the Corporation and shall be in a form not inconsistent with the Certificate of Incorporation and as approved by the Board of Directors. The certificates shall be signed by (i) the Chairman of the Board, the President or a Vice President and (ii) by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such 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, transfer agent or registrar at the date of issue. If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights 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 or series of stock, provided that, except as otherwise provided by statute, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each Stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Appears in 2 contracts

Samples: Merger Agreement (Klever Marketing Inc), Merger Agreement (Cimarron Medical, Inc.)

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Certificates of Stock. Certificates Every holder of stock in the corporation shall be issued entitled to each Stockholder have a certificate certifying the number of shares owned by him in the Corporation and shall be corporation, signed by or in a form not inconsistent with the Certificate name of Incorporation and as approved the corporation by (a) either the Chairman of the Board of Directors. The certificates shall be signed by (i) the Chairman of the Board, the President or a Vice Vice- President and (iib) by either the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer and may be sealed with the seal Secretary of the Corporation or a facsimile thereofcorporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it Certificates may be issued by for partly paid shares and in such case upon the Corporation with face or back of the same effect as if he were certificates issued to represent any such officerpartly paid shares, transfer agent or registrar at the date total amount of issuethe consideration to be paid therefor, and the amount paid thereon shall be specified. If the Corporation corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualificationsqualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate certificates which the Corporation corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by statutein Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation corporation shall issue to represent such class or series of stock, a statement that the Corporation corporation will furnish without charge to each Stockholder stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Appears in 2 contracts

Samples: Merger Agreement (Simon Robert J), Merger Agreement (Holopak Technologies Inc)

Certificates of Stock. Certificates Every holder of stock of the corporation shall be issued entitled to each Stockholder have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by him in the Corporation and corporation. Each such certificate shall be signed by, or in a form not inconsistent with the Certificate name of Incorporation and as approved by the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors. The certificates shall be signed by (i) the Chairman of the Board, or the President or a Vice President President, and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer and may be sealed with the seal Secretary of the Corporation or a facsimile thereofcorporation. Any or all of the signatures on the certificate may be a facsimile. In case Each certificate for shares of stock which are subject to any officerrestriction on transfer pursuant to the Certificate of Incorporation, transfer agent the By-Laws, applicable securities laws or registrar who has signed any agreement among any number of shareholders or whose facsimile signature has been placed upon a certificate among such holders and the corporation shall have ceased to be conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such 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, transfer agent or registrar at the date of issuerestriction. If the Corporation corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the each certificate which the Corporation shall issue to represent representing shares of such class or series of stock, provided that, except as otherwise provided by statute, that in lieu of the foregoing requirements, requirements there may be set forth on the face or back of the each certificate which the Corporation shall issue to represent representing shares of such class or series of stock, stock a statement that the Corporation corporation will furnish without charge to each Stockholder stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Appears in 1 contract

Samples: Joint Development Agreement (Nuvera Fuel Cells Inc)

Certificates of Stock. Certificates Every holder of stock in the corporation shall be issued entitled to each Stockholder have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary of the corporation, certifying the number of shares owned by him such holder in the Corporation and shall be in a form not inconsistent with the Certificate of Incorporation and as approved by the Board of Directors. The certificates shall be signed by (i) the Chairman of the Board, the President or a Vice President and (ii) by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such 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, transfer agent or registrar at the date of issuecorporation. If the Corporation corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relativerelative , participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation corporation shall issue to represent such class or of series of stock, provided that, except as otherwise other wise provided by statutein section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation corporation shall issue to represent such class or series of stock, a statement that the Corporation corporation will furnish without charge to each Stockholder stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rightsrights Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

Appears in 1 contract

Samples: Acquisition Agreement (EDUtoons, Inc.)

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Certificates of Stock. Certificates Every holder of stock of the corporation shall be issued entitled to each Stockholder certifying the number of shares owned have a certificate, in such form as may be prescribed by him in the Corporation law and shall be in a form not inconsistent with the Certificate of Incorporation and as approved by the Board of Directors, certifying the number and class of shares owned by such holder in the corporation. The certificates Each such certificate shall be signed by (i) by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the BoardBoard of Directors, or the Chief Executive Officer, President or a Vice President President, and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer and may be sealed with the seal Secretary of the Corporation or a facsimile thereofcorporation. Any or all of the signatures on the certificate may be a facsimile. In case Each certificate for shares of stock which are subject to any officerrestriction on transfer pursuant to the Certificate of Incorporation, transfer agent these By-laws, applicable securities laws or registrar who has signed any agreement among any number of stockholders or whose facsimile signature has been placed upon a certificate among such holders and the corporation shall have ceased to be conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such 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, transfer agent or registrar at the date of issuerestriction. If the Corporation corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the each certificate which the Corporation shall issue to represent representing shares of such class or series of stock, provided that, except as otherwise provided by statute, that in lieu of the foregoing requirements, requirements there may be set forth on the face or back of the each certificate which the Corporation shall issue to represent representing shares of such class or series of stock, stock a statement that the Corporation corporation will furnish without charge to each Stockholder stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Appears in 1 contract

Samples: Merger Agreement (Robcor Properties Inc)

Certificates of Stock. Certificates Section 1. Every holder of stock of the Corporation shall be issued entitled to each Stockholder certifying the number of shares owned by him have a certificate signed by, or in the name of the Corporation and shall be in a form not inconsistent with by, the Certificate of Incorporation and as approved by the Board of Directors. The certificates shall be signed by (i) the Chairman or Vice Chairman of the Board, or the President or a Vice President President, and (ii) by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereofCorporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation. Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent 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, transfer agent agent, or registrar at the date of issue. Section 3. If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualificationsqualification, limitations or restrictions of such preferences and/or rights 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 or series of stock, provided that, except as otherwise provided by statutein section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate certificate, which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each Stockholder stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Appears in 1 contract

Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)

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