Common use of Certificate for Shares Clause in Contracts

Certificate for Shares. Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman or vice-chairman of the Board or the president or a vice-president and by the chief financial officer or an assistant-treasurer or the secretary or any assistant-secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any of the signatures on the certificate may be facsimile, provided that in such event at least one signature, including that of either officer or the corporation's registrar or transfer agent, if any, shall be manually signed. In any 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 by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue. Any such certificate shall also contain such legend or other statement as may be required by Section 418 of the General Corporation Law, the Corporate Securities Law of 1968, the federal securities laws, and any agreement between the corporation and the issuee thereof. Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board of Directors or the By-Laws may provide; provided, however, that any such certificate so issued prior to full payment shall state on the face thereof the amount remaining unpaid and the terms of payment thereof. No new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered and cancelled at the same time; provided, however, that a new certificate will be issued without the surrender and cancellation of the old certificate if (1) the old certificate is lost, apparently destroyed or wrongfully taken; (2) the request for the issuance of the new certificate is made within a reasonable time after the owner of the old certificate has notice of its loss, destruction, or theft; (3) the request for the issuance of a new certificate is made prior to the receipt of notice by the corporation that the old certificate has been acquired by a bona fide purchaser; (4) the owner of the old certificate files a sufficient indemnity bond with or provides other adequate security to the corporation; and (5) the owner satisfies any other reasonable requirements imposed by the corporation. In the event of the issuance of a new certificate, the rights and liabilities of the corporation, and of the holders of the old and new certificates, shall be governed by the provisions of Section 8104 and 8405 of the California Commercial Code.

Appears in 1 contract

Sources: Securities Purchase Agreement (Easyriders Inc)

Certificate for Shares. Every holder of shares in the corporation shall be entitled to have a certificate or certificates signed in the name of the corporation by the chairman or vice-vice chairman of the Board board or the president or a vice-vice president and by the chief financial officer or an assistant-assistant treasurer or the secretary or any assistant-assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any of all of the signatures on an the certificate may be facsimile, provided that in such event at least one signature, including that of either officer or the corporation's registrar or transfer agent, if any, shall be manually signed. In any case any officer, transfer agent or at 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 maybe issued by the corporation with the same effect as if such person were an such officer, transfer agent or registrar at the date of issue. , Any such certificate shall also contain such legend or other statement as may be required by Section 418 of the General Corporation Law, the Corporate Securities Law of 1968, the federal securities laws, and any arty agreement between the corporation and the issuee thereof, and may contain such legend or other statement as may be required by any other applicable law or regulation or agreement. Certificates for shares may be issued prior to full payment thereof; under such restrictions and for such purposes purposes, as the Board board of Directors directors or the By-Laws bylaws may provide; provided, however, that any such certificate certificates so issued prior to full payment shall state on the face thereof total amount of the consideration to be paid therefor and the amount remaining unpaid and the terms of payment thereofpaid thereon. No new certificate for shares shall be issued in lieu place of an old any certificate theretofore issued unless the latter is surrendered and cancelled canceled at the same time; provided, however, that a new certificate will may be issued without the surrender and cancellation of the old certificate if (1) the old certificate theretofore issued is alleged to have been lost, apparently stolen or destroyed. In case of any such allegedly lost, stolen or destroyed certificate, the corporation may require the owner thereof or wrongfully taken; the legal representative of such owner to give the corporation a bond (2or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) On account of the request for alleged loss, theft or destruction of any such certificate or the issuance of the new certificate is made within a reasonable time after the owner of the old certificate has notice of its loss, destruction, or theft; (3) the request for the issuance of a new certificate is made prior to the receipt of notice by the corporation that the old certificate has been acquired by a bona fide purchaser; (4) the owner of the old certificate files a sufficient indemnity bond with or provides other adequate security to the corporation; and (5) the owner satisfies any other reasonable requirements imposed by the corporation. In the event of the issuance of a such new certificate, the rights and liabilities of the corporation, and of the holders of the old and new certificates, shall be governed by the provisions of Section 8104 and 8405 of the California Commercial Code.,

Appears in 1 contract

Sources: Merger Agreement (Entech Environmental Technologies Inc)