Common use of Form and Execution of Certificates Clause in Contracts

Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officers, including but not limited to the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles. 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 with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Appears in 4 contracts

Samples: Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (Tetraphase Pharmaceuticals Inc), Merger Agreement (Acelrx Pharmaceuticals Inc)

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Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock represented by certificate in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officersthe Chairperson of the Board of Directors, including but not limited to or the Chief Executive Officer, the President, the Chief Financial Officer, President or any Vice President, President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles. 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 with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Appears in 3 contracts

Samples: Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Business Combination Agreement (Consonance-HFW Acquisition Corp.)

Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officersthe Chairperson of the Board of Directors, including but not limited to or the Chief Executive Officer, the President, the Chief Financial Officer, President or any Vice President, President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles. 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 with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Appears in 3 contracts

Samples: Merger Agreement (Hyperion Therapeutics Inc), Merger Agreement (Horizon Pharma PLC), Merger Agreement (Hyperion Therapeutics Inc)

Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificateduncertificated if so provided by resolution or resolutions of the Board of Directors. Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officersthe Chairperson of the Board of Directors, including but not limited to or the Chief Executive Officer, the President, the Chief Financial Officer, President or any Vice President, President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles. 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 with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Appears in 2 contracts

Samples: Plan of Conversion (Auddia Inc.), Merger Agreement (Forum Merger II Corp)

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Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock represented by certificate in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officersthe Chairman of the Board of Directors, including but not limited to or the Chief Executive Officer, the President, the Chief Financial Officer, President or any Vice President, President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles. 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 with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Appears in 1 contract

Samples: Business Combination Agreement (RedBall Acquisition Corp.)

Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificateduncertificated if so provided by resolution or resolutions of the Board of Directors. Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock represented by certificate in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officersthe Chairperson of the Board of Directors, including but not limited to or the Chief Executive Officer, the President, the Chief Financial Officer, President or any Vice President, President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number number, and the class, of shares owned by him or her such holder in the corporation. Any or all of the signatures on the certificate may be facsimiles. 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 with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Appears in 1 contract

Samples: Business Combination Agreement (BioPlus Acquisition Corp.)

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