Common use of Certification and Registration of Units Clause in Contracts

Certification and Registration of Units. A. All membership interests in the Company shall be evidenced by security certificates in registered form (the “Certificates of Units”). The Company shall keep at its principal executive office a register (the “Membership Interest Register”) in which, subject to reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of Certificates of Units. B. Whenever one or more Certificates of Units shall be surrendered at the principal executive office of the Company for transfer (which shall be subject to satisfaction of Section 6.1 hereof) or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and duly executed by the holder of the Certificate of Units or his or its attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor one or more Certificates of Units as may be requested by such holder, representing the same aggregate number of Units as the Certificate or Certificates of Units so surrendered. Each new Certificate of Units shall be dated as of the date of issuance and registered in the name or names as such holder may designate in writing. C. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Certificate of Units and of indemnity reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of a Certificate of Units (in the case of mutilation), the Company will make and deliver in lieu of the original Certificate of Units a new Certificate of Units of like tenor and number of Units, dated as of the date of issuance. D. The Company, the Managers, and the Officers of the Company shall be entitled to treat the record owner of any Units registered on the Membership Interest Register as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units has been received and accepted by the Managers and recorded on the books of the Membership Interest Register. The Managers may refuse to accept an assignment until the end of the next successive quarterly accounting period. In no event shall any Units, or any portion thereof, be sold, transferred, or assigned to a minor or incompetent, and any such attempted sale, transfer, or assignment shall be void and ineffectual and shall not bind the Company or the Managers. E. Each Certificate of Units now or hereafter held by a Member shall bear a legend in substantially the following form: “The Units of membership interest represented by this Certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. No transfer or other disposition of such Units may be made in the absence of an effective registration statement for such Units under the Securities Act of 1933 or an opinion of legal counsel satisfactory to T-Mobile USA, Inc. that registration is not required under said Act. Reference is also made to the Limited Liability Company Agreement entered into by the registered owner concurrently with or prior to the issuance of this certificate which should be referred to for additional restrictions on the transferability of the Units of membership interest represented hereby.”

Certification and Registration of Units. A. All membership interests in the Company shall be evidenced by security certificates in registered form (the “Certificates of Units”). The Company shall keep at its principal executive office a register (the “Membership Interest Register”) in which, subject to reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of Certificates of Units. B. Whenever one or more Certificates of Units shall be surrendered at the principal executive office of the Company for transfer (which shall be subject to satisfaction of Section 6.1 hereof) or exchange, accompanied by a written instrument statement of transfer in form reasonably satisfactory to the Company and duly executed by the holder of the Certificate of Units or his or its attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor one or more Certificates of Units as may be requested by such holder, representing the same aggregate number of Units as the Certificate or Certificates of Units so surrendered. Each new Certificate of Units shall be dated as of the date of issuance and registered in the name or names as such holder may designate in writing. C. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Certificate of Units and of indemnity reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of a Certificate of Units (in the case of mutilation), the Company will make and deliver in lieu of the original Certificate of Units a new Certificate of Units of like tenor and number of Units, dated as of the date of issuance. D. The Company, the Managers, Managers and the Officers officers of the Company shall be entitled to treat the record owner of any Units registered on the Membership Interest Register as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units has been received and accepted by the Managers Manager and recorded on the books of the Membership Interest Register. The Managers Manager may refuse to accept an assignment until the end of the next successive quarterly accounting period. In no event shall any Units, or any portion thereof, be sold, transferred, or assigned to a minor or incompetent, and any such attempted sale, transfer, or assignment shall be void and ineffectual and shall not bind the Company or the Managers. E. Each Certificate of Units now or hereafter held by a Member shall bear a legend in substantially the following form: “The Units units of membership interest represented by this Certificate certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. No transfer or other disposition of such Units units may be made in the absence of an effective registration statement for such Units units under the Securities Act of 1933 or an opinion of legal counsel satisfactory to T-Mobile USA, Inc. that registration is not required under said Act. Reference is also made to the Limited Liability Company Agreement entered into by the registered owner concurrently with or prior to the issuance of this certificate which should be referred to for additional restrictions on the transferability of the Units units of membership interest represented hereby.”