Common use of Certification of Membership Interests Clause in Contracts

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.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP Company 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 Insert specific title of class of Membership InterestInterests] representing an interest in Delphi Automotive LLP GMAC LLC 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 GMAC LLC represented by this certificate is subject to restrictions on transfer set forth in the Third that certain Fifth Amended and Restated Limited Liability Partnership Company Operating Agreement in relation to Delphi Automotive LLPof GMAC LLC, dated as of April 26May 21, 20112009, 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 GMAC LLC 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 Act and laws or, in each case, exemption therefrom.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP Company 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 Insert specific title of class of Membership InterestInterests] representing an interest in Delphi Automotive LLP GMAC LLC 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 GMAC LLC represented by this certificate is subject to restrictions on transfer set forth in the Third that certain Second Amended and Restated Limited Liability Partnership Company Operating Agreement in relation to Delphi Automotive LLPof GMAC LLC, dated as of April 26December 31, 20112008, 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 GMAC LLC 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 Act and laws or, in each case, exemption therefrom.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP Company 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 Insert specific title of class of Membership InterestInterests] representing an interest in Delphi Automotive LLP GMAC LLC 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 GMAC LLC represented by this certificate is subject to restrictions on transfer set forth in the Third that certain Fourth Amended and Restated Limited Liability Partnership Company Operating Agreement in relation to Delphi Automotive LLPof GMAC LLC, dated as of April 2615, 20112009, 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 GMAC LLC 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 Act and laws or, in each case, exemption therefrom.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers Managing Member 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 Fifth Amended and Restated Limited Liability Partnership Agreement in relation to Delphi Automotive LLP, dated as of April 26February 27, 20112012, 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.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP Company 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 A Membership Interest][Class B Membership Interest][Class C- Membership Interest][Preferred Membership Interest] representing an interest in Delphi Automotive LLP GMAC LLC 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 GMAC LLC represented by this certificate is subject to restrictions on transfer set forth in the Third that certain Amended and Restated Limited Liability Partnership Company Operating Agreement in relation to Delphi Automotive LLPof GMAC LLC, dated as of April 26November 30, 20112006, 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 GMAC LLC 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 Act and laws or, in each case, exemption therefrom.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP Company 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 Insert specific title of class of Membership InterestInterests] representing an interest in Delphi Automotive LLP GMAC LLC 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 GMAC LLC represented by this certificate is subject to restrictions on transfer set forth in the Third that certain Sixth Amended and Restated Limited Liability Partnership Company Operating Agreement in relation to Delphi Automotive LLPof GMAC LLC, dated as of April 26May 22, 20112009, 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 GMAC LLC 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 Act and laws or, in each case, exemption therefrom.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP Company 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 Insert specific title of class of Membership InterestInterests] representing an interest in Delphi Automotive LLP GMAC LLC 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 GMAC LLC represented by this certificate is subject to restrictions on transfer set forth in the that certain Third Amended and Restated Limited Liability Partnership Company Operating Agreement in relation to Delphi Automotive LLPof GMAC LLC, dated as of April 26March 24, 20112009, 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 GMAC LLC 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 Act and laws or, in each case, exemption therefrom.

Certification of Membership Interests. (a) Membership Interests shall be issued in non-certificated form; provided that the Board of Managers may cause the LLP Company 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 A Membership Interest][Class B Membership Interest][Class C-___Membership Interest][Preferred Membership Interest] representing an interest in Delphi Automotive LLP GMAC LLC 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 GMAC LLC represented by this certificate is subject to restrictions on transfer set forth in the Third that certain Amended and Restated Limited Liability Partnership Company Operating Agreement in relation to Delphi Automotive LLPof GMAC LLC, dated as of April 26November 30, 20112006, 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 GMAC LLC 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 Act and laws or, in each case, exemption therefrom.