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.
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. (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.
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. The limited liability company interests in the Company shall be represented by certificates.
Certificated Interests. (a) If any ownership interest in the Pledged Securities is represented by a certificate (each, an “Equity Certificate”) that has been pledged and delivered to a Lender and such Equity Certificate is lost, stolen or destroyed, then, upon the written request of such Lender to the applicable Loan Party, such Loan Party shall issue to the Lender a new Equity Certificate in place of the Equity Certificate that was lost, stolen or destroyed, provided such Lender: (i) makes proof by 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 (ii) 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.
Certificated Interests. Elect to have the Members interests in the Company become certificated interests.
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.
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. 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. [the remainder of this page is intentionally blank]
