Nevada Code § 78.235

Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement
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1. Except as otherwise provided in
subsection 4, every stockholder is entitled to have a certificate, signed by
officers or agents designated by the corporation for the purpose, certifying
the number of shares in the corporation owned by the stockholder. A corporation
has no power to issue a certificate in bearer form, and any such certificate
that is issued is void and of no force or effect.
2. Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of the officers or
agents, the transfer agent or transfer clerk or the registrar of the
corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If a corporation uses facsimile signatures of its officers
and agents on its stock certificates, it cannot act as registrar of its own
stock, but its transfer agent and registrar may be identical if the institution
acting in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities.
3. If any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any
certificate or certificates for stock cease to be an officer or officers of the
corporation, whether because of death, resignation or other reason, before the
certificate or certificates have been delivered by the corporation, the
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed the
certificate or certificates, or whose facsimile signature or signatures have
been used thereon, had not ceased to be an officer or officers of the
corporation.
4. Unless otherwise provided in the
articles of incorporation or bylaws, the board of directors may authorize the
issuance of uncertificated shares of some or all of the shares of any or all of
its classes or series. The issuance of uncertificated shares has no effect on
existing certificates for shares until surrendered to the corporation, or on
the respective rights and obligations of the stockholders. Unless otherwise
provided by a specific statute, the rights and obligations of stockholders are
identical whether or not their shares of stock are represented by certificates.
5. Within a reasonable time after the
issuance of uncertificated shares or the transfer of uncertificated shares on
the books of the corporation, the corporation shall send the stockholder of
record a written statement containing the information that otherwise would be
required on the certificates for such shares pursuant to subsection 1. Within
10 days after receipt of a written request from a stockholder of record, the
corporation shall send the stockholder of record a written statement confirming
the information contained in the informational statement previously sent to the
stockholder of record pursuant to this subsection.
6. Unless otherwise provided in the
articles of incorporation or bylaws, a corporation may issue a new certificate
of stock or, if authorized by the board of directors pursuant to subsection 4,
uncertificated shares in place of a certificate previously issued by it and
alleged to have been lost, stolen or destroyed. A corporation may require an
owner or legal representative of an owner of a lost, stolen or destroyed
certificate to give the corporation a bond or other security sufficient to
indemnify it against any claim that may be made against it for the alleged
loss, theft or destruction of a certificate, or the issuance of a new
certificate or uncertificated shares.

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