Certificate of Membership Interest. The Company shall issue to the Member a limited liability company certificate (a “Certificate”), evidencing the Units in the Company held by such Member. The Certificate shall be transferable only on the books of the Company, to be kept by the Secretary of the Company, on surrender thereof by the registered holder in person or by attorney, and until so transferred the Company may treat the registered holder of a Certificate as the owner of the interest evidenced thereby for all purposes whatsoever. For the purposes of Article 8 in any Uniform Commercial Code, each interest in the Company as evidenced by a Certificate shall be deemed to be a “security”, as such term is defined in Section 8-102 of Article 8 in any Uniform Commercial Code, and shall be governed by Article 8 in any Uniform Commercial Code.
Certificate of Membership Interest. The Membership Interest may be evidenced by a certificate in a form approved by the Board of Directors. Such certificate shall contain a restrictive legend prohibiting any transferability thereof without the express compliance with the terms and conditions of this Agreement, and may be amended from time to time.
Certificate of Membership Interest. [Name of the Limited Liability Company] (the “Company”) hereby certifies that _______________________________ (the “Holder”) is the registered owner of _________% of the limited liability company interests in the Company (the “Interests”). THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND LIMITATIONS OF THE INTERESTS ARE SET FORTH IN, AND THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF, THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF _______________ , AS THE SAME MAYBE AMENDED OR RESTATED FROM TIME TO TIME (THE “AGREEMENT”). THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Agreement. The Company will furnish a copy of the Agreement to the Holder without charge upon written request to the Company at its principal place of business. The Company maintains books for the purpose of registering the transfer of Interests. This Certificate shall be governed by and construed in accordance with the laws of the State of [State of Filing] without regard to principles of conflicts of laws. The undersigned certifies that [ ] is the holder of [ ] limited liability company interests in [Name of Limited Liability Company] (the “Company”). The limited liability company interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.
Certificate of Membership Interest. Unless the Manager otherwise elects, a Membership Interest shall not be represented by a certificate of membership.
Certificate of Membership Interest. The Company shall issue to the Member a limited liability company certificate in the form annexed hereto as Exhibit I (a "Certificate"), evidencing the Membership Interests in the Company held by such Member. The Certificate shall be transferable only on the books of the Company, to be kept by the Secretary of the Company, on surrender thereof by the registered holder in person or by attorney, and until so transferred, the Company may treat the registered holder of a Certificate as the owner of the interest evidenced thereby for all purposes whatsoever. Nothing contained in this Section 6 shall authorize or permit the Member to transfer its interest except as contemplated by Section 8. For the purposes of Article 8 in any Uniform Commercial Code, each interest in the Company as evidenced by a Certificate shall be deemed to be a security, as such term is defined in any Uniform Commercial Code.
Certificate of Membership Interest. A Membership Interest may be represented by a certificate of membership, setting forth the name of the Company, date and state of organization, the name of the Person to whom the certificate is issued, the date of issuance, the Percentage Interest represented thereby, and such other information as shall be determined by the Managers.
Certificate of Membership Interest. An Interest in the Company may be represented by a certificate of membership. The exact contents of a certificate of membership may be determined by the Manager but shall be issued substantially in conformity with the following requirements. The certificates of membership shall be respectively numbered serially, as they are issued, shall be impressed with the Company seal or a facsimile thereof, and shall be signed by the Manager. Each certificate of membership shall state the name of the Company, the fact that the Company is organized under the laws of the State of California as a limited liability company, the name of the person to whom issued, the date of issue, and the Percentage Interest represented thereby. A statement of the designations, preferences, qualifications, limitations, restrictions, and special or relative rights of the Interests shall be summarized on the face or back of the certificates, which the Company shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any holder of the Interests upon request without charge.
Certificate of Membership Interest. A Membership Interest may be represented by a membership certificate, the exact contents of which may be determined by the Manager but shall be issued substantially as follows: numbered serially as they are issued; impressed with the LLC seal or facsimile; signed by the Manager or officers; state the LLC’s name, the fact that the LLC is organized as a limited liability company under State law, the name of the Person to whom issued, the date of issue, and the type and number of Units represented thereby. A statement of any designations, preferences, qualifications, limitations, restrictions and special or relative rights of the Membership Interest may be set forth in full or summarized on the face or back of the certificate, or it may state that such a statement or summary will be furnished to any holder of a Membership Interest on request without charge.
Certificate of Membership Interest. The Membership Interests issued under this Agreement shall constitute “securities” as defined in and governed by Article 8 of the Uniform Commercial Code of the State of Delaware and all Membership Interests shall be evidenced by one or more certificates executed by one (1) officer of the Company, each of which shall bear the following legend: THIS CERTIFICATE EVIDENCES AN INTEREST IN PENINSULA GAMING, LLC AND SHALL BE A “SECURITY” AS DEFINED IN AND GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OF DELAWARE. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.
Certificate of Membership Interest. A. A Membership Interest shall be represented by a certificate of membership. The exact contents of a certificate of membership may be determined by action of the Managers but shall be issued substantially in conformity with the following requirements. The certificates of membership shall be respectively numbered serially, as they are issued and shall be signed by the Managers or officers of IMMERSION. Each certificate of membership shall state the name of IMMERSION, the fact that IMMERSION is organized under the laws of the State of California as a limited liability company, the name of the person to whom issued, the date of issue, and the number of Units and the Class of Units represented thereby.
