Legend for Certificate. The Members agree that no Membership Interest shall be issued unless made subject to all of the terms and provisions of this Agreement, and that each certificate representing a Membership Interest, whether now outstanding or hereafter issued, shall be endorsed on the face or back of such certificate as follows: 1 This provision sometimes is referred to as a Texas Shootout provision. It can work well to break a deadlock when there are two 50% members, and with modification it may be appropriate even if Membership Interests are not equal or if there are more than two members. However, if the members are not in an equivalent financial position, the more wealthy member may be able to use this provision unfairly to squeeze out the other member(s). "The transfer of the Membership Interest represented by this Certificate is subject to the restrictions, prohibitions, and options imposed by an Operating Agreement dated as of the 27 day of September, 2012, between the Company and its Members, a copy of which is on file with the Company. By accepting the Membership Interest represented by this Certificate, the transferee of the Membership Interest does expressly accept and agree to all the provisions and the commitments of the said Operating Agreement." "The Membership Interest represented by this Certificate has not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state. The Membership Interest has been acquired for investment and may not be pledged, hypothecated, sold, or otherwise transferred in the absence of an effective registration statement for the Membership Interest under the Act and any applicable state securities laws or assurance satisfactory to the Company that such registration is not required."
Legend for Certificate. The Members agree that no Membership Unit shall be issued unless made subject to all of the terms and provisions of this Agreement, and that each certificate representing a Membership Unit, whether now outstanding or hereafter issued, shall be endorsed on the face or back of such certificate as follows: "The transfer of the Membership Unit represented by this Certificate is subject to the restrictions, prohibitions, and rights of prior refusal imposed by aCompany Agreement dated as of ______________________, by and among the Company and its Members, a copy of which is on file with the Company. By accepting the Membership Unit represented by this Certificate, the transferee of the Membership Unit does expressly accept and agree to all the provisions and the commitments of said Company Agreement." "The Membership Unit represented by this Certificate has not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state. The Membership Unit has been acquired for investment and may not be pledged, hypothecated, sold, or otherwise transferred in the absence of an effective registration statement for the Membership Unit under the Act and any applicable state securities laws or assurance satisfactory to the Company that such registration is not required."
