Form and Execution of Certificates. The shares of stock of the Corporation shall be represented by certificates in such form as shall be approved by the Board of Directors; provided that the Board of Directors of the Corporation may provide by resolution that some or all of any or all classes or series of its stock (other than the Common stock of the Corporation) shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation; and, notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and every holder of uncertificated shares shall be entitled to a certificate or certificates representing his shares upon delivery of a written request therefor to the Secretary of the Corporation. The certificates shall be signed by the President or the Vice President and the Treasurer or the Secretary or an Assistant Treasurer or Assistant Secretary, except that where any such certificates shall be countersigned by a transfer agent and by a registrar, the signatures of any of the officers above specified, and the seal of the Corporation upon such certificates, may be facsimiles, engraved or printed. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such 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 its issue.
Appears in 1 contract
Sources: Bylaws (Adams Golf Inc)
Form and Execution of Certificates. The shares of stock of the Corporation corporation shall be represented by certificates 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. Certificates of shares of stock shall be approved by the Board of Directors; provided note conspicuously that the Board of Directors corporation is a public benefit corporation formed pursuant to Subchapter XV of the Corporation may provide by resolution that some or all of any or all classes or series of its stock (other than the Common stock of the Corporation) shall be uncertificated sharesDGCL. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation; and, notwithstanding the adoption of such a resolution by the Board of Directors, every Every holder of stock in the corporation represented by certificates and every holder of uncertificated shares certificate shall be entitled to have a certificate signed by, or certificates representing his shares upon delivery of a written request therefor to in the Secretary name of, the corporation by any two (2) authorized officers of the Corporationcorporation, certifying the number of shares owned by such holder in the corporation. The certificates shall be signed by the President Any or the Vice President and the Treasurer or the Secretary or an Assistant Treasurer or Assistant Secretary, except that where any such certificates shall be countersigned by a transfer agent and by a registrar, all of the signatures of any of on the officers above specified, and the seal of the Corporation upon such certificates, certificate may be facsimiles, engraved or printed. In case any officer, transfer agent agent, or registrar who has signed or whose facsimile signature has been placed upon such 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 or she were such officer, transfer agent agent, or registrar at the date of its issue. Any notice given by the corporation pursuant to Section 151(f) of the DGCL upon the issuance or transfer of uncertificated shares shall state conspicuously that the corporation is a public benefit corporation formed pursuant to Subchapter XV of the DGCL.
Appears in 1 contract
Sources: Business Combination Agreement (Novus Capital Corp)
Form and Execution of Certificates. The shares interest of stock each stockholder of the Corporation shall be represented evidenced by a certificate or certificates for shares of stock in such form as shall be approved by the Board of Directors; provided that the Board of Directors of the Corporation may provide by resolution that some or all of any or all classes or series of its stock (other than the Common stock of the Corporation) shall be uncertificated shares. Any such resolution shall not apply from time to shares represented by a certificate until such certificate is surrendered to the Corporation; and, notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and every holder of uncertificated shares shall be entitled to a certificate or certificates representing his shares upon delivery of a written request therefor to the Secretary of the Corporationtime prescribe. The certificates of stock of each class shall be consecutively numbered and signed by the President Chief Executive Officer or the Vice President President, and the Treasurer or by the Secretary or an Assistant Treasurer or Assistant Table of Contents Secretary, except that where any such certificates shall may be countersigned and registered in such manner as the Board of Directors may by resolution prescribe and shall bear the corporate seal or a transfer agent and by a registrar, the printed or engraved facsimile thereof. The signatures of any of the officers above specified, and the seal of the Corporation upon such certificates, officer may be facsimiles, engraved or printed. In case any officer, transfer agent or registrar any officer or officers who has signed shall have signed, or whose facsimile signature has or signatures shall have been placed upon used on, any certificate shall cease to be such transfer agent or officer or officers, whether because of resignation, removal, death or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued and delivered by the Corporation as though the person or persons who signed such certificate or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer, transfer agent or registrar before officer or officers, and certificates issued and delivered to stockholders prior to such certificate is issued, it may cessation shall not be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of its issueaffected thereby.
Appears in 1 contract
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 of the Corporation corporation shall be represented by certificates in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation represented by certificates shall be approved entitled to have a certificate signed by or in the name of the corporation by the Board Chairman of Directors; provided that the Board of Directors of the Corporation may provide by resolution that some or all of any or all classes or series of its stock (other than the Common stock of the Corporation) shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation; and, notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and every holder of uncertificated shares shall be entitled to a certificate or certificates representing his shares upon delivery of a written request therefor to the Secretary of the Corporation. The certificates shall be signed by the President or the any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Treasurer or Assistant Secretary, except that where any such certificates shall be countersigned certifying the number of shares owned by a transfer agent and by a registrar, him in the corporation. Any or all of the signatures of on any of the officers above specified, and the seal of the Corporation upon such certificates, certificate may be facsimiles, engraved or printed. In case any officer, transfer agent agent, or registrar who has signed or whose facsimile signature has been placed upon such 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 its issue. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section 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 1 contract
Sources: Bylaws (Trinet Group Inc)
Form and Execution of Certificates. The Certificates for the shares of stock of the Corporation corporation shall be represented by certificates in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be approved entitled to have a certificate signed by or in the name of the corporation by the Board Chairman of Directors; provided that the Board of Directors of the Corporation may provide by resolution that some or all of any or all classes or series of its stock (other than the Common stock of the Corporation) shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation; and, notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and every holder of uncertificated shares shall be entitled to a certificate or certificates representing his shares upon delivery of a written request therefor to the Secretary of the Corporation. The certificates shall be signed by the President or the any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Treasurer or Assistant Secretary, except that where any such certificates shall be countersigned certifying the number of shares owned by a transfer agent and by a registrar, him in the corporation. Any or all of the signatures of any of on the officers above specified, and the seal of the Corporation upon such certificates, certificate may be facsimiles, engraved or printed. In case any officer, transfer agent agent, or registrar who has signed or whose facsimile signature has been placed upon such 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 its issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the 14. powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each shareholder 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. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.
Appears in 1 contract
Sources: Quarterly Report