Interest Certificates Sample Clauses
Interest Certificates. The interest of the Member in the Company shall be represented by a certificate setting forth the name of the Company, its state and year of organization and the percentage of the interests in the Company owned by the Member. The certificate shall be signed by (i) the Chairman of the Board, the Chief Executive Officer, the President or any Vice President and (ii) the Chief Financial Officer, the Secretary or Assistant Secretary or the Treasurer or Assistant Treasurer. The certificate shall be in such form as shall be approved by the Board of Directors.
Interest Certificates. Ownership of Interests may be evidenced by certificates, but shall be exclusively determined by entry in the Register of Partners. Each Interest certificate and the Register of Partners shall bear a legend on the face thereof in the following form:
Interest Certificates. Unless and until the Board shall determine otherwise, Company Interests shall be uncertificated and recorded in the books and records of the Company (including Schedule I). To the extent any Company Interest is certificated, such certificate shall be in the form approved by the Board from time to time. The Board may determine the conditions upon which a new certificate may be issued in place of a certificate that is alleged to have been lost, stolen or destroyed and may, in its sole discretion, require the owner of such certificate or its legal representative to give an agreement of indemnity or a bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar agent, if any, against any and all losses and claims that may arise as a result of the issuance of a new certificate in place of the one so lost, stolen or destroyed. To the extent any Company Interest is certificated, each certificate will bear a legend substantially to the following effect with such additions thereto or changes therein as the Board may determine are required by law or necessary to give full effect to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF FEBRUARY 1, 2018, AMONG THE COMPANY AND THE OTHER PARTIES THERETO, AS AMENDED, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE VOTING AGREEMENT CONTAINED THEREIN, THE RESTRICTIONS ON TRANSFER CONTAINED THEREIN AND THE REPURCHASE AND FORCED SALE PROVISIONS CONTAINED THEREIN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST HEREIN MAY BE SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION OR (B) THE COMPANY RECEIVES AN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SU...
Interest Certificates. The Interests shall be uncertificated. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 35
Interest Certificates. If the General Partner so elects, Interests shall be evidenced by numbered certificates in such form as shall be approved by the General Partner, signed by the General Partner. Any such Interest certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the Interests, the number of Interests, and the date of issue shall be entered on the stub of each certificate. Interest certificates exchanged or returned shall be canceled by the General Partner and returned to their original place in the Interest book.
Interest Certificates. (i) Upon the issuance of Interests to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Interest Certificates (as defined herein) in the name of such Member. Each such Interest Certificate shall be denominated in terms of the percentage of Interests evidenced by such Interest Certificate and shall be signed by the Company. “Interest Certificate” means a certificate issued by the Company which evidences the ownership of one or more Interests. Each Interest Certificate shall bear, in effect, the following legend: “Each limited liability company interest in the Company represented by this certificate evidences an interest in the Company and shall constitute a ‘security’ within the meaning of, and 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 States of Illinois and New York and (ii) Article 8 of 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 (and each limited liability company interest in the Company shall be treated as such a ‘security’ for all such purposes, including, without limitation perfection of the security interest therein under Articles 8 and 9 of each applicable Uniform Commercial Code as the Company has ‘opted-in’ to such provisions).” 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.
Interest Certificates. (a) As of December 1, 2005, the Company has authorized the issuance of 9,000,000 Class A Interests. The Company is not authorized to issue any additional Class A Interests unless such issuance is authorized by action of the Board of Managers taken pursuant to Section 6.03(a). All of the authorized Class A Interests have been issued and are outstanding, are fully-paid and are not subject to further assessments (except in the case of the Class A Interests held by Coinstar, which are subject to an additional assessment as provided in Section 3.01(c)), are represented by Class A Interest Certificates and are held by the Members in the following amounts:
(i) 3,594,409 Class A Interests are held by Ventures;
(ii) 4,257,000 Class A Interests are held by Coinstar;
(iii) 738,380 Class A Interests are held by GAM; and
(iv) 410,211 Class A Interests are held by GARB.
(b) The Company shall also be authorized to issue, from time to time, Class B Interests, provided that the issuance of such Class B Interests has been authorized by action taken by the Board of Managers; and provided further, that an issuance of such Class B Interests may not be made if it would result in the Company being treated as an association taxable as a corporation under Section 7704(b) of the Code. Any Class B Vested Interests issued by the Company may be represented by a Class B Interest Certificate. As soon as practicable after December 1, 2005, the Company will issue 1,000,000 Class B Interests to REEIP. Under this Agreement, the Company will make distributions and tax allocations only with respect to Class B Vested Interests, and will make no such distributions and tax allocations with respect to unvested Class B Interests.
(c) Each Interest shall be personal property for all purposes 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) Article 8 of 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.
(d) The Company shall maintain books for the purpose of registering the Transfer of any Interests. No Transfer of an Interest shall be effective unt...
Interest Certificates. The Interests shall be uncertificated.
Interest Certificates. Ownership of Interests may be evidenced by certificates, but shall be exclusively determined by entry in the Register of Partners. Each Interest certificate and the Register of Partners shall bear a legend on the face thereof in the following form: and shall bear a legend on the reverse side thereof substantially in the following form: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE GENERAL PARTNER SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (W) THE AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF FREESCALE HOLDINGS L.P. (THE “PARTNERSHIP AGREEMENT”), (X) THE INVESTORS AGREEMENT OF FREESCALE HOLDINGS L.P., (Y) THE SHAREHOLDERS’ AGREEMENT OF FREESCALE HOLDINGS GP, LTD. AND (Z) THE OTHER TRANSACTION DOCUMENTS DESCRIBED IN THE PARTNERSHIP AGREEMENT, IN EACH SUCH CASE, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”