ASSIGNMENT SEPARATE FROM CERTIFICATE Clause Samples
The "Assignment Separate from Certificate" clause establishes that the transfer of ownership or rights in a security or asset can be executed independently of the physical certificate representing that asset. In practice, this means that an owner can assign their interest by signing a separate document, rather than endorsing the certificate itself. This approach is commonly used in securities transactions to facilitate transfers when the original certificate is unavailable or to streamline administrative processes. The core function of this clause is to provide flexibility and efficiency in transferring ownership, reducing delays and complications that might arise from handling physical certificates.
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ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, I, _____________________, hereby sell, assign and transfer unto ( ) shares of the Common Stock of Heska Corporation, standing in my name on the books of said corporation represented by Certificate No. herewith and do hereby irrevocably constitute and appoint to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: , 20 .
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, , an individual, hereby irrevocably assigns and conveys to , ( ) shares of the Common Capital Stock of Helmerich & ▇▇▇▇▇, Inc., a Delaware corporation, $.10 par value.
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, hereby sells, assigns and transfers unto Flotek Industries, Inc., a Delaware corporation (the “Company”), ( ) shares of common stock of the Company represented by Certificate No. and does hereby irrevocably constitute and appoint , or his designee or successor, as attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto _______________________________________________ (_________________) shares of the Common Stock of JDA SOFTWARE GROUP, INC. standing in the undersigned's name on the books of said corporation represented by Certificate No. __________ herewith and does hereby irrevocably constitute and appoint ___________________ Attorney to transfer the said stock on the books of said corporation with full power of substitution in the premises.
ASSIGNMENT SEPARATE FROM CERTIFICATE. As security for the faithful performance of this Agreement, you agree, upon execution of this Agreement, to deliver a stock power in the form attached as Exhibit C, executed by you and your spouse, if any (with the transferee, certificate number, date and number of Shares left blank), along with any certificate(s) evidencing shares issued to you, to the Secretary of the Company or its designee ("Escrow Holder"), who is hereby appointed to hold such stock power and any such certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. You and the Company agree that Escrow Holder shall not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent relative thereto. Escrow Holder may rely on any letter, notice or other document executed by any signature purported to be genuine and may rely on advice of counsel and obey any order of any court with respect to the transactions contemplated in this Agreement. The Shares may be released from escrow as they cease to be Unvested Shares.
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, _____________hereby assigns and transfers unto ▇▇▇▇▇▇▇ Education, Inc., a Maryland corporation (the “Corporation”), ____________(__________) shares of common stock of the Corporation represented by Certificate No. ___ herewith and does hereby irrevocably constitute and appoint _______________________ as Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated:____________, ______ ___________________ (Purchaser's spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the shares of common stock of the Corporation.
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED and pursuant to that certain Stock Purchase Agreement between the undersigned ("Purchaser") and RiboGene, Inc. dated _____________, 19___ (the "Agreement"), Purchaser hereby sells, assigns and transfers unto _______________ (_____) shares of the Common Stock of RiboGene, Inc. standing in Purchaser's name on the books of said corporation represented by Certificate No. herewith and does hereby irrevocably constitute and appoint ___________________ to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated:____________________, 19__. Signature: __________________________________ 1* INSTRUCTION: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. CONSENT OF SPOUSE I, ___________________________, spouse of ___________________________, have read and hereby approve the foregoing Agreement. In consideration of the Company's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ___________________________________________ Spouse of Purchaser
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, I, _____________________, hereby sell, assign and transfer unto (____________) shares of the Common Stock of Heska Corporation, standing in my name on the books of said corporation represented by Certificate No. _________ herewith and do hereby irrevocably constitute and appoint to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: ____________ __, 20__. Signature: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ This Assignment Separate from Certificate was executed in conjunction with the terms of a Restricted Stock Grant Agreement between the above assignor and Heska Corporation, dated __________ __, 2014. Instruction: Please do not fill in any blanks other than the signature line. THIS AGREEMENT is made as of the 26th day of March, 2014 by and between Heska Corporation (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Executive"), in connection with the execution of an Employment Agreement dated on or about the same date between the Company and Executive (the "Employment Agreement"). In consideration of the mutual covenants and representations herein set forth, the Company and Executive agree as follows:
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED (“Stockholder”) hereby sells, assigns and transfers unto RECEPTOS, INC., a Delaware corporation (the “Company”), ( ) shares of Common Stock of the Company represented by Certificate No. herewith and does hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the Company with full power of substitution in the premises. /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ (Signature) (Stockholder’s spouse) indicates by the execution of this Assignment such spouse’s consent to be bound by the terms herein as to such spouse’s interests, whether as community property or otherwise, if any, in the Shares. /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:
ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, _____________hereby assigns and transfers unto ▇▇▇▇▇▇▇ Education, Inc., a Maryland corporation (the "Corporation"), ____________(__________) shares of common stock of the Corporation represented by Certificate No. ___ herewith and does hereby irrevocably constitute and appoint _______________________ as Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated:____________, ______ ___________________ (Purchaser's spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the shares of common stock of the Corporation. The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder: