STOCK AND STOCK CERTIFICATES Clause Samples

The "Stock and Stock Certificates" clause defines the rules and procedures regarding the issuance, ownership, and transfer of shares in a corporation, as well as the documentation of such ownership through stock certificates. Typically, this clause outlines how shares are represented, the process for issuing physical or electronic certificates, and the requirements for replacing lost or stolen certificates. Its core practical function is to ensure clear and orderly record-keeping of share ownership, thereby reducing disputes and providing shareholders with tangible evidence of their interests in the company.
STOCK AND STOCK CERTIFICATES. Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificate of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.
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STOCK AND STOCK CERTIFICATES. Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificates of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.
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STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof: (a) Each 44.444 shares of CWB Common Stock (other than any dissenting shares) outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) Proportionate Voting Share from Parent. (b) All such CWB Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist. (c) Each (i) share of CWB Common Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock shall be cancelled and no shares of other securities of Parent shall be issued in respect thereof. (d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options to acquire, or convertible debentures or other instruments convertible into, shares of CWB Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted into options or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereof. (e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares into which such shares h...
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STOCK AND STOCK CERTIFICATES. Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificate of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of
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STOCK AND STOCK CERTIFICATES. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.
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STOCK AND STOCK CERTIFICATES. 6.1 As of immediately prior to the Effective Time, the number of issued and outstanding SevenScore Membership Interests is 26,128,168, representing 22,950,000 units owned by Phoenixus AG, a company organized under the laws of Switzerland (“PAG”) and 3,178,168 units owned by certain other SevenScore investors (the “Sevenscore Investors”). 6.2 As of immediately prior to the Effective Time, the number of shares of RGMP Common Stock issued and outstanding is 22,950,000, representing 22,700,000 shares owned by PAG, and 250,000 shares owned by certain other RGMP investors (the “RGMP Investors”). 6.3 The Board of Directors of RGMP has authorized the issuance of 25,878,168 new shares of RGMP Common Stock, par value $0.001 per share, which units will be issued to the holders of SevenScore Membership Interests in connection with the Exchange (as defined below). 6.4 At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof. 6.4.1 Each share of RGMP Common Stock issued and outstanding and owned by PAG as of immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof. 6.4.2 Each SevenScore Membership Interest outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into and exchangeable for a fraction of a fully paid and nonassessable share of RGMP Common Stock equal to one multiplied by a fraction obtained by dividing (A) 25,878,168 by (B) 26,128,168 (the “Exchange”), resulting in (i) 22,730,409 shares of RGMP Common Stock being owned by PAG; (ii) 3,147,759 shares of RGMP Common Stock being owned by the Sevenscore Investors; and (iii) 250,000 shares of RGMP Common Stock being owned by the RGMP Investors. 6.5 As of the Effective Time, any outstanding shares of RGMP Common Stock which shares are held by SevenScore shall be redeemed by the Surviving Entity for the sum of one dollar ($1.00) and such redeemed shares shall be cancelled and returned to the status of authorized and unissued shares of RGMP Common Stock. None of such redeemed shares shall be retained by the Surviving Entity as treasury shares. 6.6 All of the options and warrants to acquire, or instruments convertible into, SevenScore Membership Interests held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, share for share, into options and warr...
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STOCK AND STOCK CERTIFICATES 
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Related to STOCK AND STOCK CERTIFICATES

  • Stock Certificates Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 12 have been complied with.

  • Legend on Stock Certificates Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

  • Stock Certificate Please issue a certificate or certificates representing the shares in the name of: ¨ The undersigned ¨ Other—Name:

  • Delivery of Stock Certificates Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a)), the Company shall, as promptly as reasonably practicable, and in any event within ten (10) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(d). The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 7, such other Person’s name as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or (subject to compliance with Section 7) any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

  • Issuance of Stock Certificates In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a registration statement under the Securities Act providing for the resale of the Warrant Stock is then in effect), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the shares of Warrant Stock so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC if the Issuer and its transfer agent are participating in DTC through the DWAC system. The Holder shall deliver this original Warrant, or an indemnification undertaking with respect to such Warrant in the case of its loss, theft or destruction, at such time that this Warrant is fully exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of shares of Warrant Stock exercised as of each date of exercise.