Common use of Certificates Representing Shares Clause in Contracts

Certificates Representing Shares. All certificates -------------------------------- representing shares of the Corporation shall be signed by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, shall bear the seal of the Corporation and shall not be valid unless so signed and sealed. Certificates countersigned by a duly appointed transfer agent or registered by a duly appointed registrar shall be deemed to be so signed and sealed whether the signatures be manual or facsimile signatures and whether the seal be a facsimile seal or any other form of seal. All certificates shall be consecutively numbered and the name of the person owning the shares represented thereby, his residence, with the number of such shares and the date of issue, shall be entered on the Corporation's books. All certificates surrendered shall be cancelled and no new certificates issued until the former certificates for the same number of shares shall have been surrendered and cancelled, except as provided for herein. In case any officer who signed or whose facsimile signature was affixed to any certificate shall have ceased to be such officer before such certificate is issued, it nevertheless may be issued by the Corporation as if he were such officer at the date of its issuance. When the Corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series. Any restrictions on the transfer or registration of transfer of any shares of any class or series shall be noted conspicuously on the certificate representing such shares.

Appears in 1 contract

Samples: J Crew Group Inc

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Certificates Representing Shares. All The corporation shall deliver certificates -------------------------------- representing all shares to which stockholders are entitled. Such certificates shall be numbered and shall be entered in the books of the Corporation corporation as they are issued, and shall be signed by the Chairman of the BoardBoard of Directors, the President or a Vice President President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, shall bear or the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the Corporation and shall not be valid unless so signed and sealedcorporation or a facsimile thereof. Certificates countersigned by a duly appointed transfer agent Any or registered by a duly appointed registrar shall be deemed to be so signed and sealed whether all signatures on the signatures be manual or facsimile signatures and whether the seal certificate may be a facsimile seal or any other form of seal. All certificates shall be consecutively numbered and the name of the person owning the shares represented thereby, his residence, with the number of such shares and the date of issue, shall be entered on the Corporation's books. All certificates surrendered shall be cancelled and no new certificates issued until the former certificates for the same number of shares shall have been surrendered and cancelled, except as provided for hereinfacsimile. In case any officer who has signed or whose facsimile signature was affixed to any has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it nevertheless may be issued by the Corporation corporation with the same effect as if he were such officer at the date of its issuance. When If the Corporation is corporation shall be authorized to issue shares of more than one class there of stock or more than one series of any class, 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 shall be set forth upon in full or summarized on the face or back of the certificatecertificate which the corporation shall issue to represent certificated shares of such class or series of stock, provided that, except as otherwise provided in K.S.A. 17-6426, and amendments thereto, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall have issue to represent such class or series of stock, a statement that the Corporation corporation will furnish without charge to any shareholder upon request each stockholder who so requests the powers, designations, preferences and without chargerelative, a full statement of the designationparticipating, relative rights, preferences, and limitations of the shares optional or other special rights of each class authorized of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of the State of Kansas, the name of the person to whom issued, the number and the class and the designation of the series, if any, which such certificate represents and the par value of each share represented by such certificate or a statement that the shares are without par value. No certificate shall be issued and, if for any share until the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have consideration therefor has been fixed and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series. Any restrictions on the transfer or registration of transfer of any shares of any class or series shall be noted conspicuously on the certificate representing such sharesfully paid.

Appears in 1 contract

Samples: Escrow and Contribution Agreement (Wyndham Hotel Corp)

Certificates Representing Shares. All The corporation will deliver certificates -------------------------------- representing all shares to which stockholders are entitled. Such certificates will be numbered, entered in the books of the Corporation shall corporation as they are issued and will be signed by the Chairman of the BoardChief Executive Officer, the President or a Vice President President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant TreasurerSecretary, shall bear and may be sealed with the seal of the Corporation and shall not be valid unless so signed and sealedcorporation or a facsimile thereof. Certificates countersigned by a duly appointed transfer agent Any or registered by a duly appointed registrar shall be deemed to be so signed and sealed whether all signatures on the signatures be manual or facsimile signatures and whether the seal certificate may be a facsimile seal or any other form of seal. All certificates shall be consecutively numbered and the name of the person owning the shares represented thereby, his residence, with the number of such shares and the date of issue, shall be entered on the Corporation's books. All certificates surrendered shall be cancelled and no new certificates issued until the former certificates for the same number of shares shall have been surrendered and cancelled, except as provided for hereinfacsimile. In case any officer who has signed or whose facsimile signature was affixed to any has been placed upon such certificate shall have has ceased to be such officer before such certificate is issued, it nevertheless may be issued by the Corporation corporation with the same effect as if he or she were such officer at the date of its issuance. When If the Corporation corporation is authorized to issue shares of more than one class class, there shall will be set forth upon the face or back of the certificate, or the certificate shall have a statement that the Corporation corporation will furnish to any shareholder stockholder upon request and without charge, charge a full statement of all of the designationpowers, relative rightsdesignations, preferences, limitations and limitations relative, participating, optional, or other special rights of the shares of each class authorized to be issued and the qualifications, limitations or restrictions of such preferences and/or rights and, if the Corporation corporation is authorized to issue any preferred or special class of preferred shares in series, the designation, variations in the relative rights, rights and preferences and limitations between the shares of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to designate fix and fix determine the relative rights, rights and preferences and limitations of other subsequent series. Any restrictions on the transfer or registration of transfer of any shares of any class or series shall be noted conspicuously on the Each certificate representing shares must state upon the face thereof that the corporation is organized under the laws of the State of Delaware, the name of the person to whom issued, the number and the class and the designation of the series, if any, that such sharescertificate represents and the par value of each share represented by such certificate or a statement that the shares are without par value. No certificate may be issued for any share until the consideration therefor has been fully paid.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Encore Capital Group Inc)

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Certificates Representing Shares. All certificates -------------------------------- representing shares Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation shall be signed by corporation by, the Chairman or Vice Chairman of the BoardBoard of Directors, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, shall bear the seal of the Corporation and shall not be valid unless so signed and sealed. Certificates countersigned by a duly appointed transfer agent or registered by a duly appointed registrar shall be deemed to be so signed and sealed whether the signatures be manual or facsimile signatures and whether the seal be a facsimile seal or any other form of seal. All certificates shall be consecutively numbered and the name of the person owning the shares represented therebycorporation, his residence, with certifying the number of shares owned by him in the corporation. The signature of any such shares and the date of issue, shall officer may be entered on the Corporation's books. All certificates surrendered shall be cancelled and no new certificates issued until the former certificates for the same number of shares shall have been surrendered and cancelled, except as provided for hereinfacsimile. In case any officer who has signed or whose facsimile signature was affixed to any has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it nevertheless may be issued by the Corporation corporation with the same effect as if he were such officer at the date of its issuance. When If the Corporation is corporation shall be authorized to issue shares of more than one class there of stock or more than one series of any class, 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 shall be set forth upon in full or summarized on the face or back of the certificatecertificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall have issue to represent such class or series of stock a statement that the Corporation corporation will furnish without charge to any shareholder upon request each stockholder who so requests the designations, preferences and without chargerelative, a full statement of the designationparticipating, relative rights, preferences, and limitations of the shares optional or other special rights of each class authorized to be issued and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such or series so far as the same have been fixed thereof and the authority qualifications, limitations or restrictions of the Board of Directors to designate and fix the relative such preferences and/or rights, preferences and limitations of other series. Any restrictions on the transfer or registration of transfer of any shares of any class or series shall be noted conspicuously on the certificate representing such shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powerhouse Technologies Inc /De)

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