Certificated Interests. (a) If any ownership interest in an Equity Interest is represented by a certificate (each, an “Equity Certificate”) that has been pledged and delivered to Lender and such Equity Certificate is lost, stolen or destroyed, then, upon the written request of Lender to the applicable Loan Party, such Loan Party shall issue to Lender a new Equity Certificate in place of the Equity Certificate that was lost, stolen or destroyed, provided such Lender: (i) makes proof by written, notarized affidavit, in form and substance reasonably satisfactory to the applicable Loan Party that such previously issued Equity Certificate has been lost, stolen or destroyed and has not been assigned, endorsed, transferred or hypothecated, (ii) delivers a written indemnity (in form and substance and from an indemnitor reasonably satisfactory to the applicable Loan Party) to the extent required by any title company proposing to provide title insurance with respect to such Equity Certificate and (iii) requests the issuance of a new Equity Certificate before the Loan party has notice that such previously issued Equity Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim.
(b) Upon repayment in full of the Loan, in the event Lender fails to return to a Loan Party an Equity Certificate previously delivered by such Loan Party to Lender in connection with the Loan, Lender shall deliver to the applicable Loan Party, within ten (10) days of such Loan Party’s demand, (i) a written, notarized affidavit, in form and substance reasonably satisfactory to the applicable Loan Party that such previously issued Equity Certificate has been lost, stolen or destroyed and has not been assigned, endorsed, transferred or hypothecated and (ii) a written indemnity (in form and substance and from an indemnitor reasonably satisfactory to the applicable Loan Party) to the extent required by any title company proposing to provide title insurance with respect to such Equity Certificate.
Certificated Interests. Original certificates evidencing the Capital Stock which is the subject of the Pledge Agreement, together with undated stock transfer powers executed in blank.
Certificated Interests. Original certificates evidencing the Capital Stock pledged pursuant to the Collateral Documents, together with undated stock transfer powers executed in blank.
Certificated Interests. Where required for perfection under applicable Law, original certificates evidencing the Capital Stock pledged pursuant to the Collateral Documents (to the extent such Capital Stock is certificated), together with undated stock transfer powers executed in blank.
Certificated Interests. (a) Each Partnership Interest in the Partnership shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
(b) The Partnership Interests in the Partnership shall be evidenced by certificates in the form of Exhibit H and each such certificate shall be executed by the General Partner on behalf of the Partnership.
(c) The Partnership shall maintain books for the purpose of registering the Transfer of Partnership Interests in the Partnership. Subject to compliance with Article 5, a Transfer of a Partnership Interest in the Partnership shall be effected by the Partnership registering the Transfer upon delivery of an endorsed certificate representing the interest being Transferred.
(d) Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall control.
Certificated Interests. (i) Ownership of LLC Interests will be evidenced by certificates. The books reflecting the issuance and transfer of any certificates shall be kept by the LLC. The certificates shall be consecutively numbered and shall be entered in the books of the LLC as they are issued and shall exhibit the holder’s name and the number of Units held by such holder. The certificates shall carry a legend noting (i) the restrictions on the transfer or assignment of the LLC Interests, (ii) that each LLC Interest constitutes a “security under the Delaware UCC and Other State UCC (as defined below) and (iii) any other matters as shall be determined by the LLC in accordance with the Securities Act of 1933, as amended (the “Securities Act”), or any other federal or state securities or blue sky laws. The LLC may determine the conditions upon which a new certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the LLC and any transfer agent and registrar against any and all loss or claims which may arise by reason of the issuance of a new certificate in the place of the one lost, stolen, or destroyed. The Members agree that the certificates may be held by the Company or OM(US)H on behalf of the Recipient.
(ii) Each LLC Interest (including each Unit) shall constitute a “security” within the meaning of, and governed by, (a) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “Delaware UCC”) and (b) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995 (each, an “Other State UCC”). For all purposes of this Article 8 of the Delaware UCC and any Other State UCC and to the fullest extent permitted by law, the laws of the State of Delaware shall constitute the local law of the Company in the Company’s capacity as the issuer of LLC Interests.
Certificated Interests. The limited liability company interests in the Company shall be represented by certificates.
Certificated Interests. The Company hereby irrevocably elects that all membership interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code. Each certificate evidencing membership interests in the Company shall bear the following legend: “This certificate evidences an interest in The New York Times Building LLC and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” This provision shall not be amended, and no such purported amendment to this provision, shall be effective until all outstanding certificates have been surrendered for cancellation.
Certificated Interests. No Grantor shall vote to enable or take any other action to cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action, such Grantor shall promptly after obtaining knowledge thereof notify Collateral Agent in writing of any such election or action and, in such event, shall use its commercially reasonable efforts taking into account the considerations specified in Section 4.19 to establish Collateral Agent’s Control thereof.
Certificated Interests. All limited liability company Interests of the Company shall be evidenced and represented by a Certificate of Limited Liability Company Interest issued by the Company to each Member. Such Certificate of Limited Liability Company Interest is intended to be and shall be considered a “security certificate” within the meaning of 6 Del. Code Section 8-102(a)(16). The limited liability company interests represented or evidenced by such Certificate are intended to be treated as and shall be considered “certificated securities” within the meaning of 6 Del. Code Section 8-102(a)(4). The Officers of the Company are hereby authorized, empowered, and directed to execute and deliver any such Certificate and such Certificates shall be delivered by the Company to the applicable holder within ten business days of the date of issuance.
