Common use of Stock Certificates and Transfers Clause in Contracts

Stock Certificates and Transfers. (A) The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation, certifying the number of shares owned by such holder in the Corporation. Any or all the signatures on the certificate may be a facsimile. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form, at which time the Corporation shall issue a new certificate to the person entitled thereto (if the stock is then represented by certificates), cancel the old certificate and record the transaction upon its books.

Appears in 2 contracts

Samples: Voting Agreement (Roan Resources, Inc.), Master Reorganization Agreement (Linn Energy, Inc.)

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Stock Certificates and Transfers. (A) The shares interest of each stockholder of the Corporation shall be represented evidenced by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. Every holder certificates for shares of stock represented by certificates shall be entitled to have a certificate signed by or in such form as the name appropriate officers of the Corporation by any two authorized officers of the Corporation, certifying the number of shares owned by such holder in the Corporation. Any or all the signatures on the certificate may be a facsimilefrom time to time prescribe. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, Corporation by the holder thereof in person or by his such person's attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require require. The certificates of stock shall be signed, countersigned and registered in such manner as the Board may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon receipt of proper a certificate has ceased to be such officer, transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated formagent or registrar before such certificate is issued, at which time it may be issued by the Corporation shall issue a new certificate to with the person entitled thereto (same effect as if he were such officer, transfer agent or registrar at the stock is then represented by date of issue. Notwithstanding the foregoing provisions regarding share certificates), cancel the old certificate and record proper officers of the transaction upon its booksCorporation may provide that some or all of any or all classes or series of the Corporation's common or any preferred shares may be uncertificated shares.

Appears in 2 contracts

Samples: Registration Rights Agreement (Phillips Petroleum Co), Agreement of Merger (Duke Energy Field Services Corp)

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