Certificates and Transfers Sample Clauses

The "Certificates and Transfers" clause governs the issuance, handling, and transferability of ownership certificates, such as stock or membership certificates, within an organization. It typically outlines the procedures for issuing new certificates, replacing lost or damaged ones, and the requirements for transferring ownership, which may include endorsements, approval by the company, or compliance with legal restrictions. This clause ensures that ownership records are accurately maintained and that transfers are conducted in an orderly and legally compliant manner, thereby reducing the risk of disputes and unauthorized transfers.
Certificates and Transfers. It is the intention of the Holders and the Company that the waivers set forth in Section 1 above shall be binding on the Holders and on any transferees of any shares of Series G Preferred. Therefore, the Holders agree to surrender all certificates representing shares of Series G Preferred to the Company for addition of a legend noting the waiver of redemption rights pursuant to this Agreement. Additionally, the Holders agree that the shares of Series G Preferred that they hold may not be transferred, including by operation of law, unless the transferee agrees in writing to be bound by the terms of this Agreement. Any purported transfer of shares of Series G Preferred in contravention of the foregoing sentence shall be null and void.
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Certificates and Transfers. It is the intention of the Holders and the Company that the waivers set forth in Section 1 above shall be binding on the Holders and on any transferees of any shares of Series D Preferred or Series G Preferred. Therefore, the Holders agree to surrender all certificates representing shares of Series D Preferred and Series G Preferred to the Company for addition of a legend noting the waiver of dividend rights pursuant to this Agreement. Additionally, the Holders agree that the shares of Series D Preferred Stock and Series G Preferred Stock that they hold may not be transferred, including by operation of law, unless the transferee agrees in writing to be bound by the terms of this Agreement. Any purported transfer of shares of Series D Preferred Stock or Series G Preferred Stock in contravention of the foregoing sentence shall be null and void.
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Certificates and Transfers. The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe. The shares of the stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.
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Certificates and Transfers 
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Related to Certificates and Transfers

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Trust Certificates and Transfer of Interests Section 3.01 [Reserved].

  • Certificates and Documents The Company shall have delivered to special counsel to the Purchasers: (a) The Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (b) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and the Secretary of the State of the State of Connecticut; (c) By-laws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and (d) Resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date.

  • Certificates and Payments 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior to the Effective Time, deposit in escrow with the Depositary the Purchaser Shares to satisfy the consideration issuable and/or payable to the Target Shareholders pursuant to this Plan of Arrangement (other than Target Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target Shares which are held by a Target Shareholder will, except for Target Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Shares which, immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.