Common use of Certification of Units Clause in Contracts

Certification of Units. The Company may at its election issue certificates to the Members representing the Units held by such Member. If such election is approved by the Managers, then this Section 2.7 shall apply and not otherwise: (a) Certificates attesting to the ownership of Units in the Company shall be in such form as shall be approved by the Managers and shall state that the Company is a limited liability company formed under the laws of the State of Delaware, the name of the Member to whom such certificate is issued and that the certificate represents limited liability company interests within the meaning of the Act. Each such certificate shall be signed by such officers of the Company as are approved by the Managers. (b) The transfer register or transfer book and blank certificates shall be kept by the secretary of the Company or by any transfer agent or registrar approved by the Managers for that purpose. The certificates shall be numbered and registered in the share or unit register or transfer books of the Company as they are issued. Except to the extent that the Company shall have received written notice of an assignment of any Unit in the Company, the Company shall be entitled to treat the Person in whose name any certificates issued by the Company stand on the books of the Company as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such Unit on the part of any other Person. (c) Subject to all provisions herein relating to transfers of Units, if the Company shall issue certificates in accordance with the provisions of this Section 2.7, transfers of Units shall be made on the register or transfer books of the Company upon surrender of the certificate therefor, endorsed by the Person named in the certificate or by an attorney lawfully constituted in writing. (d) The holder of any certificates issued by the Company shall immediately notify the Company of any loss, destruction or mutilation of such certificates, and the Managers may cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Managers shall so determine, the granting of an indemnity as is approved by the Managers.

Certification of Units. The Unless a majority of the Members of each class of Units otherwise agree, the Company may at its election shall issue certificates to the Members representing the Units held by such MemberMembers. If such election is approved by the Managers, then this Section 2.7 The following provisions shall apply and not otherwiseapply: (a) Certificates attesting to the ownership of Units in the Company shall be in such form as shall be approved by the Managers and shall state that the Company is a limited liability company formed under the laws of the State of Delaware, the name of the Member to whom such certificate is issued and that the certificate represents limited liability company interests within the meaning of the Act. Each such certificate shall be signed by such officers of the Company as are approved by the ManagersManagers and shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED JANUARY 11, 2008, AMONG ZYMAN GROUP, LLC AND ITS MEMBERS (THE “AGREEMENT”) AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF THE AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE LIMITED LIABILITY COMPANY AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT AND THE APPLICABLE RESTRICTIONS UNDER THE ACT. (b) The transfer register or transfer book and blank certificates shall be kept by the secretary of the Company or by any transfer agent or registrar approved by the Managers for that purpose. The certificates shall be numbered and registered in the share or unit register or transfer books of the Company as they are issued. Except to the extent that the Company shall have received written notice of an assignment of any Unit in the Company, the Company shall be entitled to treat the Person in whose name any certificates issued by the Company stand on the books of the Company as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such Unit on the part of any other Person. (c) Subject to all provisions herein relating to transfers of Units, if the Company shall issue certificates in accordance with the provisions of this Section 2.7, transfers of Units shall be made on the register or transfer books of the Company upon surrender of the certificate therefor, endorsed by the Person named in the certificate or by an attorney lawfully constituted in writing. (d) The holder of any certificates issued by the Company shall immediately notify the Company of any loss, destruction or mutilation of such certificates, and the Managers may cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Managers shall so determine, the granting of an indemnity as is approved by the Managers.

Certification of Units. The Company may at its election issue certificates to the Members representing the Units held by such Member. If such election is approved by the Managers, then this Section 2.7 shall apply and not otherwise: (a) The Company shall issue one or more certificates (each, a “Unit Certificate”) upon admission of a Member or transfer of Units, or otherwise upon demand of a Member. These Unit Certificates attesting to the shall evidence a Member’s ownership of the number of Units to which it is entitled and its proportion in the Company shall be in such form as shall be approved by the Managers and shall state that the Company is a limited liability company formed under the laws Fixed Capital of the State of Delaware, the name of the Member to whom such certificate is issued and that the certificate represents limited liability company interests within the meaning of the ActCompany. Each such certificate Unit Certificate shall be signed by such officers an Officer of the Company Company. A copy of the form of Unit Certificate is attached hereto as are approved by the Managers.Schedule B. (b) The Upon a Member’s transfer register or transfer book and blank certificates shall be kept by the secretary of the Company or by any transfer agent or registrar approved by the Managers for that purpose. The certificates shall be numbered and registered in the share or unit register or transfer books of the Company as they are issued. Except to the extent that the Company shall have received written notice of an assignment of any Unit in the Company, the Company shall be entitled to treat the Person in whose name any certificates issued by the Company stand on the books of the Company as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such Unit on the part of any other Person. (c) Subject to all provisions herein relating to transfers of Units, if the Company shall issue certificates in accordance with the provisions of this Section 2.7Agreement of any or all Units represented by a Unit Certificate, transfers the transferee of such Units shall be made deliver such Unit Certificate to the Company for cancellation (executed by such transferee on the register or transfer books of the Company upon surrender of the certificate thereforreverse side thereof), endorsed by the Person named in the certificate or by an attorney lawfully constituted in writing. (d) The holder of any certificates issued by and the Company shall immediately notify the Company of any loss, destruction or mutilation of such certificates, and the Managers may cause thereupon issue a new certificate or certificates Unit Certificate to such transferee for the number of Units being transferred and, if applicable, cause to be issued to such holder, Member a new Unit Certificate for such number of Units in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Managers shall so determine, the granting of an indemnity as is approved Company that were represented by the Managerscancelled Unit Certificate and that are not being transferred. (c) In addition to any other legend required by Applicable Law, all Unit Certificates shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, 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 UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS 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 (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Units shall be certificated. (b) Each limited liability company interest in the Company may at its election issue certificates shall constitute and shall remain a "security" within the meaning of, and be governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the Members representing State of Delaware, and (ii) Article 8 of the Units held Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by such Member. If such election is the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the ManagersAmerican Bar Association on February 14, then this Section 2.7 shall apply 1995 and not otherwise:the Company hereby "opts-in" to such provisions for the purpose of the Uniform Commercial Code (ac) Certificates attesting The Company shall maintain books for the purpose of registering the Transfer of Units. Notwithstanding anything in this Agreement to the ownership contrary, but subject to any restriction contained in Article 12, the Transfer of any Unit requires delivery of an endorsed Certificate and any Transfer of Units shall not be deemed effective until the Transfer is registered in the books and records of the Company. (d) Each limited liability company interest in the Company shall be represented by a certificate in such the form attached hereto as shall be approved by the Managers Schedule B (a "Certificate"), and shall contain the following legends: (i) THE TRANSFER OF THIS CERTIFICATE AND THE LIMITED LIABILITY COMPANY INTEREST REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE OPERATING AGREEMENT OF THE COMPANY, DATED OCTOBER __, 2014, AS THE SAME MAY BE AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME." (ii) THE OFFER AND SALE OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS, AND CONDITIONS WHICH ARE SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME." (iii) Any legend required by applicable state that the Company is a limited liability company formed under the laws of the State of Delaware, the name of the Member to whom such certificate is issued and that the certificate represents limited liability company interests within the meaning of the Act. Each such certificate shall be signed by such officers of the Company as are approved by the Managerssecurities laws. (be) The transfer register To the fullest extent permitted by applicable law, without any further act, vote or transfer book and blank certificates shall be kept by the secretary of the Company or by any transfer agent or registrar approved by the Managers for that purpose. The certificates shall be numbered and registered in the share or unit register or transfer books of the Company as they are issued. Except to the extent that the Company shall have received written notice of an assignment approval of any Unit in the CompanyMember, Manager or any Person, the Company shall be entitled to treat issue a new Certificate in place of any Certificate previously issued if the Person in whose name any certificates issued holder of Units represented by the Company stand 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 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 absolute owner thereofCompany may direct, and shall not be bound to recognize any equitable or other claim to, or interest in, such Unit on the part of any other Person. (c) Subject to all provisions herein relating to transfers of Units, if indemnify the Company shall issue certificates in accordance with the provisions of this Section 2.7, transfers of Units shall against any claim that may be made on the register or transfer books account of the Company upon surrender of the certificate therefor, endorsed by the Person named in the certificate or by an attorney lawfully constituted in writing. (d) The holder of any certificates issued by the Company shall immediately notify the Company of any alleged loss, destruction or mutilation theft of the previously issued Certificate; and (iv) satisfies any other reasonable requirements imposed by the Company. (f) To the fullest extent permitted by applicable law, upon a Member's Transfer, in whole or in part, of its Units represented by a Certificate in accordance with Article 12, the transferee of such certificatesUnits shall deliver the Certificate or Certificates representing such Units to the Company for cancellation (executed by such transferee on the reverse side thereof), and the Managers may cause Company shall thereupon issue a new certificate or certificates Certificate to such transferee for the Units so Transferred and, if applicable, cause to be issued to such holder, in case of mutilation of the certificate, upon transferring Member a new Certificate for the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Managers shall so determine, the granting of an indemnity as is approved Units that were represented by the Managerscanceled Certificate and that are not so Transferred.

Certification of Units. The Unless a majority of the Members of each class of Units otherwise agree, the Company may at its election shall issue certificates to the Members representing the Units held by such MemberMembers. If such election is approved by the Managers, then this Section 2.7 The following provisions shall apply and not otherwiseapply: (a) Certificates attesting to the ownership of Units in the Company shall be in such form as shall be approved by the Managers and shall state that the Company is a limited liability company formed under the laws of the State of Delaware, the name of the Member to whom such certificate is issued and that the certificate represents limited liability company interests within the meaning of the Act. Each such certificate shall be signed by such officers of the Company as are approved by the ManagersManagers and shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED APRIL 1, 2005, AMONG ZYMAN GROUP, LLC AND ITS MEMBERS (THE “AGREEMENT”) AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF THE AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE LIMITED LIABILITY COMPANY AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT AND THE APPLICABLE RESTRICTIONS UNDER THE ACT. (b) The transfer register or transfer book and blank certificates shall be kept by the secretary of the Company or by any transfer agent or registrar approved by the Managers for that purpose. The certificates shall be numbered and registered in the share or unit register or transfer books of the Company as they are issued. Except to the extent that the Company shall have received written notice of an assignment of any Unit in the Company, the Company shall be entitled to treat the Person in whose name any certificates issued by the Company stand on the books of the Company as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such Unit on the part of any other Person. (c) Subject to all provisions herein relating to transfers of Units, if the Company shall issue certificates in accordance with the provisions of this Section 2.7, transfers of Units shall be made on the register or transfer books of the Company upon surrender of the certificate therefor, endorsed by the Person named in the certificate or by an attorney lawfully constituted in writing. (d) The holder of any certificates issued by the Company shall immediately notify the Company of any loss, destruction or mutilation of such certificates, and the Managers may cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Managers shall so determine, the granting of an indemnity as is approved by the Managers.