Common use of Form and Execution of Certificates Clause in Contracts

Form and Execution of Certificates. (a) The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions of the Board of Directors. Certificates, if any, for the shares of stock shall be in such form as is consistent with the Certificate of Incorporation and applicable law. (b) Every holder 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 (2) authorized officers of the corporation, certifying the number of shares owned by 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 2 contracts

Samples: Merger Agreement (Health Sciences Acquisitions Corp 2), Merger Agreement (LGL Systems Acquisition Corp.)

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Form and Execution of Certificates. (a) The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions uncertificated. Certificates for the shares of the Board of Directors. Certificatesstock, if any, for of the shares of stock corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. (b) . Every holder of stock represented by certificate in the corporation represented by certificate shall be entitled to have a certificate signed by, by or in the name of, of the corporation by any two (2) authorized officers the Chairperson of the corporationBoard of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such holder them 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 they were such officer, transfer agent, or registrar at the date of issue.

Appears in 2 contracts

Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Merger Agreement (Forest Road Acquisition Corp. II)

Form and Execution of Certificates. (a) The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions of the Board of Directors. CertificatesCertificates for the shares of stock, if any, for the shares of stock shall be in such form as is consistent with the Certificate of Incorporation and applicable law. (b) . Every holder of stock in the corporation represented by certificate certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any two (2) authorized officers of the corporation, certifying the number of shares owned by 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 2 contracts

Samples: Merger Agreement (Marquee Raine Acquisition Corp.), Merger Agreement (GX Acquisition Corp.)

Form and Execution of Certificates. (a) The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions of the Board of Directors. Certificates, if any, Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. (b) . Every holder of stock in the corporation represented by certificate shall be entitled to have a certificate signed by, by or in the name of, of the corporation by any two (2) authorized officers the Chairman of the corporationBoard of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such holder him in the corporation. Any Where such certificate is countersigned by a transfer agent other than the corporation or all of its employee, or by a registrar other than the signatures corporation or its employee, any other signature on the certificate may be facsimilesa 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 with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the designations, preferences, limitations, restrictions on transfer and relative rights of the shares authorized to be issued.

Appears in 2 contracts

Samples: Joint Venture Agreement (Pharmacopeia Inc), Joint Venture Agreement (Molecular Simulations Inc)

Form and Execution of Certificates. (a) The shares of the corporation Corporation shall be uncertificated, or shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions . Certificates for the shares of the Board of Directors. Certificatesstock, if any, for the shares of stock shall be in such form as is consistent with the Certificate of Incorporation and applicable law. (b) . Every holder of stock in the corporation Corporation represented by certificate shall be entitled to have a certificate signed by, by or in the name of, the corporation by any two (2) authorized officers of the corporationCorporation by the Chairman of the Board, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such holder him in the corporationCorporation. 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: Agreement and Plan of Acquisition (Brooklyn ImmunoTherapeutics, Inc.)

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Form and Execution of Certificates. (a) The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions of the Board of Directors. CertificatesCertificates for the shares of stock, if any, for the shares of stock shall be in such form as is consistent with the Certificate of Incorporation and applicable law. (b) . Every holder of stock in the corporation represented by certificate certificates shall be entitled to have a certificate signed by, by or in the name of, of the corporation by any two (2) authorized officers of the corporation, certifying the number number, and the class or series, of shares owned by 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: Agreement and Plan of Merger (MedTech Acquisition Corp)

Form and Execution of Certificates. (a) The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions uncertificated. Certificates for the shares of the Board of Directors. Certificatesstock, if any, for the shares of stock shall be in such form as is consistent with the Certificate of Incorporation and applicable law. (b) . Every holder of stock in the corporation represented by certificate shall be entitled to have a certificate signed by, by or in the name of, of the corporation by any two (2) authorized officers the Chairman of the corporationBoard of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such holder him 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: Merger Agreement (Stratasys Inc)

Form and Execution of Certificates. (a) The shares of the corporation shall be represented by certificates, or shall be uncertificated if so provided by resolution or resolutions of the Board of Directors. Certificates, if any, Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Certificate Articles of Incorporation and applicable law. (b) . Every holder of stock in the corporation represented by certificate Corporation shall be entitled to have a certificate signed by, by or in the name ofof the Corporation by the Chairman of the Board of Directors, if elected, or the Chief Executive Officer, the corporation President or any Vice-President and by any two (2) authorized officers of the corporationTreasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the corporationCorporation. Any or all of the signatures on the certificate may be facsimilesfacsimiles if the certificate is countersigned by the transfer agent for the Corporation. 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: Shareholder Agreement (Danaos Corp)

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