Common use of Certificate of Interest Clause in Contracts

Certificate of Interest. Notwithstanding anything to the contract contained in this Agreement: (a) The Interest of each Member in the LLC shall be evidenced by a Certificate of Interest in the form attached hereto as Exhibit B. The Certificate of Interest in the LLC, together with a Certificate Transfer Ledger, shall be maintained at the principal office of the LLC. Each such Certificate of Interest shall be serially numbered and shall be issued by, or at the written direction of, each of the Members to the lawful holder of an interest in the LLC, upon payment by the issuee of the full amount of the capital contributions then due with respect its interest in the LLC represented by such Certificate of Interest. All Certificates of Interest shall be executed in the name of the LLC by each of the Members or their designee(s). Each Certificate of Interest shall state on its face the name of the registered holder thereof and the then interest in the LLC held by the issue; shall bear, on both sides thereof, a statement of the restrictions imposed by Section 105 of the Casino Control Act. (b) Certificates of Interest in the LLC may be transferred by the lawful holders thereof only in connection with the pledge or transfer of all or part of the interest of such holder in the LLC, and only in accordance with the provisions of this Agreement. All such transfers shall be effected by duly executed and acknowledged instruments of assignment, each of which shall be duly recorded on the Certificate of Transfer Ledger. No effect shall be given to any purported assignment of a Certificate of Interest, or transfer of the Interest in the LLC evidenced thereby, unless such assignment and transfer shall be in compliance with the terms and provisions of this Agreement, and any attempted assignment or transfer in contravention hereof shall ineffectual. (c) In the event that a Certificate of Interest shall be lost, stolen, destroyed or mutilated, the LLC may cause a replacement Certificate of Interest to be issued upon such terms and conditions as shall be fixed by the Members, including, without limitation, provision for indemnity in the posting of a bond or other adequate security as security therefore. No replacement Certificate of Interest shall be issued to any Person unless such Person has surrendered the Certificate of Interest to be replaced, or has complied with the terms of this Section 10.2. (d) The Certificate Transfer Ledger containing the names and addresses of all Members and the Interest of each Member at the LLC shall be opened to the inspection of the Members of the principal office of the LLC during usual business hours upon request of any Member. Such Ledger shall, in addition, be available for inspection by the Commission or the Division of Gaming Enforcement of the State of New Jersey and each of their respective authorized agents at all reasonable times without notice.

Appears in 1 contract

Samples: Operating Agreement (Trump Communications LLC)

AutoNDA by SimpleDocs

Certificate of Interest. Notwithstanding anything to the contract contrary contained in this Agreement: (a) The Interest of each Member in the LLC shall be evidenced by a Certificate of Interest (each, a "Certificate of Interest") in the form attached hereto as Exhibit B. The Certificate of Interest in the LLC, together with a certificate transfer ledger (the "Certificate Transfer Ledger"), shall be maintained at the principal office of the LLC. Each such Certificate of Interest shall be serially numbered and shall be issued by, or at the written direction of, each of the Members to the lawful holder of an interest in the LLC, upon payment by the issuee of the full amount of the capital contributions then due with respect its interest in the LLC represented by such Certificate of Interest. All Certificates of Interest shall be executed in the name of the LLC by each of the Members or their designee(s). Each Certificate of Interest shall state on its face the name of the registered holder thereof and the then interest in the LLC held by the issue; same and shall bear, on both sides thereof, a statement of the restrictions imposed by Section 105 of the Casino Control Act. (b) Certificates of Interest in the LLC may be transferred by the lawful holders thereof only in connection with the pledge or transfer of all or part of the interest of such holder in the LLC, and only in accordance with the provisions of this Agreement. All such transfers shall be effected by duly executed and acknowledged instruments of assignment, each of which shall be duly recorded on the Certificate of Transfer Ledger. No effect shall be given to any purported assignment of a Certificate of Interest, or transfer of the Interest in the LLC evidenced thereby, unless such assignment and transfer shall be in compliance with the terms and provisions of this Agreement, and any attempted assignment or transfer in contravention hereof shall ineffectual. (c) In the event that a Certificate of Interest shall be lost, stolen, destroyed or mutilated, the LLC may cause a replacement Certificate of Interest to be issued upon such terms and conditions as shall be fixed by the Members, including, without limitation, provision for indemnity in the posting of a bond or other adequate security as security therefore. No replacement Certificate of Interest shall be issued to any Person unless such Person has surrendered the Certificate of Interest to be replaced, or has complied with the terms of this Section 10.2. (d) The Certificate Transfer Ledger containing the names and addresses of all Members and the Interest of each Member at the LLC shall be opened to the inspection of the Members of the principal office of the LLC during usual business hours upon request of any Member. Such Ledger shall, in addition, be available for inspection by the Commission or the Division of Gaming Enforcement of the State of New Jersey and each of their respective authorized agents at all reasonable times without notice.

Appears in 1 contract

Samples: Operating Agreement (Trump Communications LLC)

Certificate of Interest. Notwithstanding anything to the contract contrary contained in this Agreement: (a) The Interest interest of each Member Partner in the LLC Partnership shall be evidenced by a Certificate of Interest in the form attached hereto as Exhibit B. Interest. The Certificate Certificates of Interest in the LLCPartnership, together with a Certificate Transfer Ledger, shall be maintained at the principal office of the LLCPartnership. Each such Certificate of Interest shall be serially numbered and shall be issued by, or at the written direction of, each of the Members to the lawful holder of an interest in the LLC, upon payment by the issuee of the full amount of the capital contributions then due with respect its interest in the LLC represented by such Certificate of InterestManaging General Partner. All Certificates of Interest shall be executed in the name of the LLC Partnership by each of the Members Managing General Partner or their its designee(s). Each Certificate of Interest shall state on its face the name of the registered holder thereof and the then interest in the LLC Partnership held by the issue; shall bear, on both sides thereof, a statement of the restrictions imposed by Section 105 of the Casino Control Actregistered holder. (b) Certificates of Interest in the LLC Partnership may be transferred by the lawful holders thereof only in connection with the pledge or transfer of all or part of the interest of such holder in the LLCPartnership, and only in accordance with the provisions of this Agreement. All such transfers shall be effected by duly executed and acknowledged instruments of assignment, each of which shall be duly recorded on the Certificate of Transfer Ledger. No effect shall be given to any purported assignment of a Certificate of Interest, or transfer of the Interest interest in the LLC Partnership evidenced thereby, unless such assignment and transfer shall be in compliance with the terms and provisions of this Agreement, and any attempted assignment or transfer in contravention hereof shall be ineffectual. (c) In the event that a Certificate of Interest shall be lost, stolen, destroyed or mutilated, the LLC Partnership may cause a replacement Certificate of Interest to be issued upon such terms and conditions as shall be fixed by the MembersManaging General Partner, including, without limitation, provision for indemnity in and the posting of a bond or other adequate security as security thereforetherefor. No replacement Certificate of Interest shall be issued to any Person person unless such Person person has surrendered the Certificate of Interest to be replaced, or has complied with the terms of this Section 10.213.14. (d) The Certificate Transfer Ledger containing the names and addresses of all Members and the Interest of each Member at the LLC shall Partnership Interests are intended to be opened to the inspection "securities" governed by Article 8 of the Members of the principal office of the LLC during usual business hours upon request of any Member. Such Ledger shall, in addition, be available for inspection by the Commission or the Division of Gaming Enforcement of the State of New Jersey and each of their respective authorized agents at all reasonable times without noticeYork Uniform Commercial Code.

Appears in 1 contract

Samples: Third Amendment to Fourth Amended and Restated Agreement of Limited Partnership (Foamex Capital Corp)

Certificate of Interest. Notwithstanding anything to the contract contrary contained in this Agreement: (ai) The Interest interest of each Member Partner in the LLC Partnership shall be evidenced by a Certificate of Interest in the form attached hereto as Exhibit B. Interest. The Certificate Certificates of Interest in the LLCPartnership, together with a Certificate Transfer Ledger, shall be maintained at the principal office of the LLCPartnership. Each such Certificate of Interest shall be serially numbered and shall be issued by, or at the written direction of, each of the Members General Partners to the lawful holder of an interest in the LLC, Partnership upon payment by the issuee of the full amount of the capital contributions then due with respect to its interest in the LLC Partnership represented by such Certificate of InterestCertificate. All Certificates of Interest shall be executed in the name of the LLC Partnership by each of the Members General Partners or their designee(s). Each Certificate of Interest shall state on its face the name of the registered holder thereof and the then interest in the LLC Partnership held by the issueissuee; and shall bear, on both sides thereof, a statement of the restrictions imposed by Section 105 of the Casino Control Act. (bii) Certificates of Interest in the LLC Partnership may be transferred by the lawful holders thereof only in connection with the pledge or transfer of all or part of the interest of such holder in the LLCPartnership, and only in accordance with the provisions of this Agreement. All such transfers shall be effected by duly executed and acknowledged instruments of assignment, each of which shall be duly fully recorded on the Certificate of Transfer Ledger. No effect shall be given to any purported assignment of a Certificate of InterestCertificate, or transfer of the Interest interest in the LLC Partnership evidenced thereby, unless such assignment and transfer shall be in compliance with the terms and provisions of this Agreement, and any attempted assignment or transfer in contravention hereof shall be ineffectual. (ciii) In the event that a Certificate of Interest shall be lost, stolen, destroyed or mutilated, the LLC Partnership may cause a replacement Certificate of Interest to be issued upon such terms and conditions as shall be fixed by the MembersPartners, including, without limitation, provision for indemnity in and the posting of a bond or other adequate security as security thereforetherefor. No replacement Certificate of Interest shall be issued to any Person person unless such Person person has surrendered the Certificate of Interest to be replaced, or has complied with the terms of this Section 10.2subsection. (div) The Certificate Transfer Ledger Ledger, containing the names and addresses of all Members Partners and the Interest interest of each Member at Partner in the LLC Partnership, shall be opened open to the inspection of the Members of Partners at the principal office of the LLC Partnership during usual business hours upon request of any MemberPartner. Such Ledger shall, in addition, be available for inspection by the Commission or the Division of Gaming Enforcement of the State of New Jersey and each of their respective authorized agents at all reasonable times without notice.

Appears in 1 contract

Samples: Partnership Agreement (Trump Communications LLC)

AutoNDA by SimpleDocs

Certificate of Interest. Notwithstanding Notwith-standing anything to the contract contrary contained in this Agreement: (ai) The Interest interest of each Member Partner in the LLC Partnership shall be evidenced by a Certificate of Interest in the form attached hereto as Exhibit B. Interest. The Certificate Certificates of Interest in the LLCPartnership, together with a Certificate Transfer Ledger, shall be maintained at the principal office of the LLCPartnership. Each such Certificate of Interest shall be serially numbered and shall be issued by, or at the written direction of, each of the Members General Partners to the lawful holder of an interest in the LLCPartnership, upon payment by the issuee issue of the full amount of the capital contributions then due with respect to its interest in the LLC Partnership represented by such Certificate of InterestCertificate. All Certificates of Interest shall be executed in the name of the LLC Partnership by each of the Members General Partners or their designee(s). Each Certificate of Interest shall state on its face the name of the registered holder thereof and the then interest in the LLC Partnership held by the issue; and shall bear, on both sides thereof, a statement of the restrictions imposed by Section 105 of the Casino Control Act. (bii) Certificates of Interest in the LLC Partnership may be transferred by the lawful holders thereof only in connection with the pledge or transfer of all or part of the interest of such holder in the LLCPartnership, and only in accordance with the provisions of this Agreement. All such transfers shall be effected by duly executed and acknowledged instruments of assignment, each of which shall be duly fully recorded on the Certificate of Transfer Ledger. No effect shall be given to any purported assignment of a Certificate of InterestCertificate, or transfer of the Interest interest in the LLC Partnership evidenced thereby, unless such assignment and transfer shall be in compliance with the terms and provisions of this Agreement, and any attempted assignment or transfer in contravention hereof shall be ineffectual. (ciii) In the event that a Certificate of Interest shall be lost, stolen, destroyed or mutilated, the LLC Partnership may cause a replacement Certificate of Interest to be issued upon such terms and conditions as shall be fixed by the MembersPartners, including, without limitation, provision for indemnity in and the posting of a bond or other adequate security as security thereforetherefor. No replacement Certificate of Interest shall be issued to any Person person unless such Person person has surrendered the Certificate of Interest to be replaced, or has complied with the terms of this Section 10.2subsection. (div) The Certificate Transfer Ledger Ledger, containing the names and addresses of all Members Partners and the Interest interest of each Member at Partner in the LLC Partnership, shall be opened open to the inspection of the Members of Partners at the principal office of the LLC Partnership during usual business hours upon request of any MemberPartner. Such Ledger shall, in addition, be available for inspection by the Commission or the Division of Gaming Enforcement of the State of New Jersey and each of their respective authorized agents at all reasonable times without notice.

Appears in 1 contract

Samples: Partnership Agreement (Trump Communications LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!