Certification of Membership Interests. The Member hereby specifies, acknowledges and agrees that all interests in the Company are securities governed by Article 8 and all other provisions of the Uniform Commercial Code as adopted and amended in the State of Delaware (the "UCC"), and pursuant to the terms of Section 8-103 of the UCC, such interests shall be 'securities" for all purposes under such Article 8 and under all other provisions of the UCC, and that the ownership interest of the Member shall be recognized by a form of Membership Certificate attached hereto as Annex A ("Certificates"). Certificates shall be numbered and executed by the President and Secretary of the Company and shall be entered into a membership transfer register as they are issued, which register shall be maintained by the Secretary of the Company. Upon surrender to the Secretary of the Company of a certificate for membership interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Company to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Certification of Membership Interests. (a) The Units shall not be represented by certificates. If the Board determines that it is in the interest of the Company to issue certificates representing Units, certificates shall be issued and the Units shall be represented by such certificates.
(b) Any certificates so issued, in addition to any other legend required by Applicable Law, shall bear a legend substantially in the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT AMONG THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT PURSUANT TO (A) A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) AN EXEMPTION FROM REGISTRATION THEREUNDER.
Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP to issue certificates to a Member representing the Membership Interests held by such Member. If any Membership Interest certificate is issued, then such certificate shall bear a legend substantially in the following form: This certificate evidences a [Class Membership Interest] representing an interest in Delphi Automotive LLP and shall constitute a “security” within the meaning of and shall be 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, and (ii) 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. The Membership Interest in Delphi Automotive LLP represented by this certificate is subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Partnership Agreement in relation to Delphi Automotive LLP, dated as of April 26, 2011, by and among the members from time to time party thereto, as the same may be amended or replaced from time to time. The Membership Interest in Delphi Automotive LLP represented by this certificate has not been registered under the United States Securities Act of 1933, as amended, or under any other applicable securities laws. Such Membership Interest may not be sold, assigned, pledged or otherwise disposed of at any time without effective registration under such act and laws or, in each case, exemption therefrom.
(b) In addition, at any time the LLP is able to make available such information necessary to permit sales of Membership Interests pursuant to Rule 144A under the Securities Act, then any issued certificate shall also bear a legend substantially in the following form: The holder of the Membership Interests represented by this certificate by its acceptance hereof (1) represents that (a) it is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (b) it is not a U.S. Person and is acquiring this Membership Interest in an “offshore transaction” pursuant to Rule 903 or 904 of Regulation S, (2) agrees that it will not sell or otherwise transfer this Membership Intere...
Certification of Membership Interests. The membership interests may be certificated. 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 Perimeter Credit, L.L.C., 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.
Certification of Membership Interests. The Company may in its discretion issue certificates to the Members representing the Membership Interests held by such Member.
Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that any Member may request that the Company issue certificates to such Member representing the Membership Interests held by such Member. Upon request by a Member for issuance of Membership Interests in certificated form in accordance with the provisions of this Agreement, without any further act, vote or approval of any Member, Director, Officer or any other Person, the Company shall issue one or more non-negotiable certificates in the name of such Member substantially in the form of Annex A hereto (a “Certificate”), which evidences the ownership of the Membership Interests of such Member. Each such Certificate shall be denominated in terms of the number of the Membership Interests evidenced by such Certificate and shall be signed by an Officer on behalf of the Company.
(b) Without any further act, vote or approval of any Member, Officer or any Person, the Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Membership Interests represented by such Certificate, as reflected on the books and records of the Company:
(i) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Certificate has been lost, stolen or destroyed;
(ii) requests the issuance of a new Certificate before the Company has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;
(iii) if reasonably requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and
(iv) satisfies any other reasonable requirements imposed by the Company.
(c) Upon a Member’s transfer in accordance with the provisions of this Agreement of any or all Membership Interests represented by a Certificate, the transferor of such Membership Interests shall deliver such Certificate to the Company for cancellation (executed by such transferor and the transferee on the reverse side thereof), and the Company shall thereupon issue a new Certificate to such transferee for the Membership Interests being transferred and, if applicable, cause to be issued to such transferor a new Certificate for the Membership Interest...
Certification of Membership Interests. Membership Interests shall be certificated with the form of a certificate as set forth in Schedule 3.3 attached hereto, for the number of Membership Interests set forth on the Schedule of Members, hi the event that any additional Membership Interests are issued to the Member or to any other Person, the Company shall promptly issue one or more additional certificates in the form of Schedule 3.3 representing such Membership Interests to the holder(s) thereof. Each certificate so issued shall be numbered in the order of its issue and shall be signed by a Manager or an Officer.
Certification of Membership Interests. The Pledgor covenants that the Pledgor will not cause or permit its limited liability company membership interests to be evidenced by any certificate or instrument.
Certification of Membership Interests. The Member herby specifies, acknowledges and agrees that all interests in the company are securities governed by Article 8 and all other provisions of the Uniform Commercial Code as adopted and amended in the State of Delaware (the "UCC"), and pursuant to the terms of Section 8-103 of the UCC, such interests shall be
Certification of Membership Interests. Any Member may request a certificate representing such Member’s Membership Interest, but only if the Board of Directors authorizes the issuance of certificates representing Membership Interests. To the extent Membership Interest certificates are issued to Members, then each such certificate shall bear such legends as the Board of Directors may determine to be necessary or appropriate to facilitate compliance with this Agreement, the Securities Act and any other securities law, including legends referencing the transfer restrictions imposed by this Agreement and stating that the Membership Interests have not been registered under the Securities Act. In addition, each Membership Interest certificate, if any, issued to a Member shall be executed by an authorized officer of the Company on behalf of the Company and shall state (a) the Company’s name, (b) the name and address of the holder thereof, (c) the Percentage Interest of such Member, (d) the initial Capital Account balance of such Member with respect to the Membership Interest represented by the certificate, (e) the date of issuance of the certificate and (f) the number (if any) of the certificate.
