Common use of Certificates; Legends Clause in Contracts

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODS, LLC. THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODS, LLC, DATED AS OF , 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.)

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Certificates; Legends. Units Membership Interests shall be issued in uncertificated non certificated form; provided that, at the request of any Member, the Managing Member may shall cause the Company to issue one or more certificates to any such Member holding Units Series B Membership Interests representing in the aggregate the Units Series B Membership Interests held by such Member. If any Series B Membership Interest certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSFIRST WIND HOLDINGS, LLCLLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSFIRST WIND HOLDINGS, LLC, DATED AS OF , 20212010, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (First Wind Holdings Inc.), Limited Liability Company Agreement (First Wind Holdings Inc.)

Certificates; Legends. Units Membership Interests shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may shall cause the Company to issue one or more certificates to any such Member holding Units Series B Membership Interests representing in the aggregate the Units Series B Membership Interests held by such Member. If any Series B Membership Interest certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSHEALTH PLAN INTERMEDIARIES HOLDINGS, LLCLLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, DATED AS OF FEBRUARY 13, 20212013, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Health Insurance Innovations, Inc.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member Manager may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSSEVERIN HOLDINGS, LLC. THE MEMBERSHIP INTEREST IN SEVERIN HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN SEVERIN HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSSEVERIN HOLDINGS, LLC, DATED AS OF JULY 27, 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Powerschool Holdings, Inc.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member Manager may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSMARAVAI TOPCO HOLDINGS, LLC. THE MEMBERSHIP INTEREST IN MARAVAI TOPCO HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN MARAVAI TOPCO HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSMARAVAI TOPCO HOLDINGS, LLC, DATED AS OF NOVEMBER 19, 20212020, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Maravai Lifesciences Holdings, Inc.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member Board may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN REAL GOOD FOODSHOYA INTERMEDIATE, LLC. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HOYA INTERMEDIATE, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HOYA INTERMEDIATE, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSHOYA INTERMEDIATE, LLC, DATED AS OF OCTOBER 18, 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vivid Seats Inc.)

Certificates; Legends. Common Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member Manager may cause the Company to issue one or more certificates to any such Member holding Common Units representing in the aggregate the Common Units held by such Member. If any certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSCARVANA GROUP, LLC. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSCARVANA GROUP, LLC, DATED AS OF OCTOBER 2, 20212020, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF OCTOBER 2, 2020, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Carvana Co.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, ,at the request of any Member, the Managing Member Board may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN REAL GOOD FOODSHOYA INTERMEDIATE, LLC. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HOYA INTERMEDIATE, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HOYA INTERMEDIATE, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSHOYA INTERMEDIATE, LLC, DATED AS OF OCTOBER 18, 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vivid Seats Inc.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member Board may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN REAL GOOD FOODSHOYA INTERMEDIATE, LLC. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HOYA INTERMEDIATE, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HOYA INTERMEDIATE, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSHOYA INTERMEDIATE, LLC, DATED AS OF [ • ], 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Transaction Agreement (Horizon Acquisition Corp)

Certificates; Legends. Units shall be issued in uncertificated form; provided that. However, at the request of any Member, the Managing Member Manager may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN REAL GOOD FOODS, BT HOLDCO LLC. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN BT HOLDCO LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN BT HOLDCO LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODS, BT HOLDCO LLC, DATED AS OF [•], 20212023, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF OF SUCH UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that. However, at the request of any Member, the Managing Member may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN REAL GOOD FOODS, [BITCOIN DEPOT OPERATING LLC]. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN [BITCOIN DEPOT OPERATING LLC] REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN [BITCOIN DEPOT OPERATING LLC] REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODS, [BITCOIN DEPOT OPERATING LLC], DATED AS OF [•], 20212022, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF OF SUCH UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODS, LLC. THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODS, LLC, DATED AS OF SEPTEMBER 20, 20212024, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Real Good Food Company, Inc.)

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Certificates; Legends. Units shall be issued in uncertificated form; provided that. However, at the request of any Member, the Managing Member Manager may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN REAL GOOD FOODS, BT HOLDCO LLC. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN BT HOLDCO LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN BT HOLDCO LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODS, BT HOLDCO LLC, DATED AS OF JUNE 30, 20212023, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF OF SUCH UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bitcoin Depot Inc.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member Manager may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSSEVERIN HOLDINGS, LLC. THE MEMBERSHIP INTEREST IN SEVERIN HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN SEVERIN HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSSEVERIN HOLDINGS, LLC, DATED AS OF [•], 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Powerschool Holdings, Inc.)

Certificates; Legends. Units Membership Interests shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may shall cause the Company to issue one or more certificates to any such Member holding Units Series B Membership Interests representing in the aggregate the Units Series B Membership Interests held by such Member. If any Series B Membership Interest certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSHEALTH PLAN INTERMEDIARIES HOLDINGS, LLCLLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, DATED AS OF , 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Health Insurance Innovations, Inc.)

Certificates; Legends. Ownership of Membership Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may cause the evidenced by certificates. The Company to shall issue one or more Membership Unit certificates to any each Member, which Membership Unit certificates need not bear a seal of the Company but shall be signed by a Manager or other Person authorized by the Board of Managers to sign such Member holding Membership Unit certificates certifying the number, class and series of Membership Units representing in the aggregate the Units held represented by such Membercertificate. If any The Company shall affix to each certificate representing evidencing Membership Units is issued, then such certificate shall bear issued to Members a legend in substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODS, LLC. THE MEMBERSHIP INTEREST UNITS REPRESENTED BY THIS CERTIFICATE HAS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS 1933 AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE THEREWITHWITH APPLICABLE STATE SECURITIES LAWS. THE MEMBERSHIP INTEREST UNITS REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE LIMITED LIABILITY COMPANY AN OPERATING AGREEMENT OF REAL GOOD FOODS, LLC, DATED AS OF DECEMBER 10, 20212012, AS THE SAME IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. NO REGISTRATION OF TRANSFER OF THESE MEMBERSHIP UNITS WILL BE FURNISHED BY MADE ON THE BOOKS OF THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST UNLESS AND WITHOUT CHARGEUNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.

Appears in 1 contract

Samples: Operating Agreement (Digital Cinema Destinations Corp.)

Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member Manager may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODSMARAVAI TOPCO HOLDINGS, LLC. THE MEMBERSHIP INTEREST IN MARAVAI TOPCO HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN MARAVAI TOPCO HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODSMARAVAI TOPCO HOLDINGS, LLC, DATED AS OF [•], 20212020, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Maravai Lifesciences Holdings, Inc.)

Certificates; Legends. Units Common units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may shall cause the Company to issue one or more certificates to any such Member holding Units Class B common units representing in the aggregate the Units Class B common units held by such Member. If any certificate representing Units Class B common units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES CLASS B COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODS, LLCEVOLENT HEALTH LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN EVOLENT HEALTH LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN EVOLENT HEALTH LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE LIMITED LIABILITY COMPANY THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF REAL GOOD FOODS, EVOLENT HEALTH LLC, DATED AS OF JUNE 4, 20212015, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Operating Agreement (Evolent Health, Inc.)

Certificates; Legends. Units Common units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may shall cause the Company to issue one or more certificates to any such Member holding Units Class B common units representing in the aggregate the Units Class B common units held by such Member. If any certificate representing Units Class B common units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES CLASS B COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODS, LLCEVOLENT HEALTH LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN EVOLENT HEALTH LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN EVOLENT HEALTH LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE LIMITED LIABILITY COMPANY THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF REAL GOOD FOODS, EVOLENT HEALTH LLC, DATED AS OF , 20212015, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Operating Agreement (Evolent Health, Inc.)

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