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 3 contracts

Samples: Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Hyperion Therapeutics Inc), Agreement and Plan of Merger (Hyperion Therapeutics Inc), Agreement and Plan of Merger (Horizon Pharma PLC)

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: Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.), Agreement and Plan of Merger (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, stock 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 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 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. 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 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.), Agreement and Plan of Merger (Forest Road Acquisition Corp. II)

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.), Escrow Agreement (Forum Merger II 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 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: Agreement and Plan of Merger (Stratasys Inc)

Form and Execution of Certificates. The shares of the corporation Corporation shall be represented by certificates, or shall be uncertificateduncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock 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 Corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation Corporation by any two officers 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 Secretarysign stock certificates, certifying the number of shares owned by him or her in the corporationCorporation. The Chairperson of the Board of Directors, the President, the Chief Executive Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary shall be specifically authorized to sign stock certificates. 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 (McAp Acquisition 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 and Plan of Reorganization (RedBall 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, stock of the corporation Corporation shall be in such form as is consistent with the Certificate Articles of Incorporation and applicable law. Every holder of shares of stock in the corporation represented by certificate Corporation shall be entitled to have a certificate signed by or in the name of the corporation Corporation by any two authorized officersthe Chairman of the Board of Directors, including but not limited to if elected, or the Chief Executive Officer, the President, the Chief Financial Officer, President or any Vice President, Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by him or her 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: Shareholders Agreement (Danaos 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: Letter Agreement (BioPlus 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 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. Section 35.

Appears in 1 contract

Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)

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