Common use of Certificates; Legends Clause in Contracts

Certificates; Legends. Membership Interests shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to any such Member holding Series B Membership Interests representing in the aggregate the Series B Membership Interests held by such Member. If any Series B Membership Interest certificate is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC 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 HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, DATED AS OF , AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

Certificates; Legends. Ownership of Membership Interests Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member evidenced by certificates. The Company shall cause the Company to 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 Series B Membership Interests representing in Unit certificates certifying the aggregate the Series B number, class and series of Membership Interests held Units represented by such Membercertificate. If any Series B The Company shall affix to each certificate evidencing Membership Interest certificate is issued, then such certificate shall bear Units issued to Members a legend in substantially in the following form: THIS CERTIFICATE EVIDENCES SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. “THE MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC 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 IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC UNITS REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AN OPERATING AGREEMENT OF HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, DATED AS OF DECEMBER 10, 2012, AS THE SAME IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. NO REGISTRATION OF TRANSFER OF THESE MEMBERSHIP UNITS WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.”

Certificates; Legends. Membership Interests Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member shall Manager may cause the Company to issue one or more certificates to any such Member holding Series B Membership Interests Units representing in the aggregate the Series B Membership Interests Units 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 SERIES B MEMBERSHIP INTERESTS UNITS REPRESENTING A MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES MARAVAI TOPCO HOLDINGS, LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODELLC. THE MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES 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 HEALTH PLAN INTERMEDIARIES MARAVAI TOPCO HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEALTH PLAN INTERMEDIARIES MARAVAI TOPCO HOLDINGS, LLC, DATED AS OF [•], 2020, 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.

Certificates; Legends. Membership Interests shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to any such Member holding Series B Membership Interests representing in the aggregate the Series B Membership Interests held by such Member. If any Series B Membership Interest certificate is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC 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 HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, DATED AS OF FEBRUARY 13, 2013, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

Certificates; Legends. Membership Interests Units shall be issued in uncertificated form; provided that. However, at the request of any Member, the Managing Member shall may cause the Company to issue one or more certificates to any such Member holding Series B Membership Interests Units representing in the aggregate the Series B Membership Interests Units 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 SERIES B MEMBERSHIP INTERESTS UNITS REPRESENTING A MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE[BITCOIN DEPOT OPERATING LLC]. THE MEMBERSHIP LIMITED LIABILITY COMPANY INTEREST IN HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC [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 HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC [BITCOIN DEPOT OPERATING LLC] REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEALTH PLAN INTERMEDIARIES HOLDINGS, [BITCOIN DEPOT OPERATING LLC], DATED AS OF [•], 2022, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER OF SUCH UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.