Common use of Certificates of Units Clause in Contracts

Certificates of Units. (a) Every holder of Units in the Company shall be entitled to have a certificate, signed by, or in the name of the Company, by the president and a vice-president of the Company, certifying the number of Units owned by such holder in the Company. In case any officer(s) who have signed any such certificate(s) shall cease to be such officer(s) of the Company whether because of death, resignation or otherwise before such certificate(s) have been delivered by the Company, such certificate(s) may nevertheless be issued and delivered as though the Person or Persons who signed such certificate(s) had not ceased to be such officer(s) of the Company. All certificates for Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number of Units and date of issue, shall be entered on the books of the Company. Units of the Company shall only be transferred on the books of the Company by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books. The Board may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Lower Road Associates LLC), Limited Liability Company Operating Agreement (Lower Road Associates LLC)

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Certificates of Units. (a) Every holder of Units in the Company shall be entitled to have a certificate, signed by, or in the name of the Company, by any two of: (i) the Managing Member, (ii) the president of the Company and a (iii) the vice-president of the Company, certifying the number of Units owned by such holder in the Company. In case the Managing Member or any officer(s) who have signed any such certificate(s) shall cease to be such Managing Member or officer(s) of the Company whether because of death, resignation or otherwise before such certificate(s) have been delivered by the Company, such certificate(s) may nevertheless be issued and delivered as though the Person or Persons who signed such certificate(s) had not ceased to be hold such officer(s) of the Companyposition. All certificates for Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number of Units and date of issue, shall be entered on the books of the Company. Units of the Company shall only be transferred on the books of the Company by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books. The Board may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Company.

Appears in 1 contract

Samples: Operating Agreement (Lower Road Associates LLC)

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Certificates of Units. (a) Every holder of Units in the Company shall be entitled to have a certificate, signed by, or in the name of the Company, by the president and a vice-president of the Company, certifying the number of Units owned by such holder in the Company. In case any officer(s) who have signed any such certificate(s) shall cease to be such officer(s) of the Company whether because of death, resignation or otherwise before such certificate(s) have been delivered by the Company, such certificate(s) may nevertheless be issued and delivered as though the Person or Persons who signed such certificate(s) had not ceased to be such officer(s) of the Company. All certificates for Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number of Units and date of issue, shall be entered on the books of the Company. Units of the Company shall only be transferred on the books of the Company by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books. The Board may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Company.may

Appears in 1 contract

Samples: Sleepmaster LLC

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