No Unit Certificates Clause Samples
No Unit Certificates. The Units of the Company are not certificated Units unless otherwise determined by the Managers. If the Managers determine that the Units shall be certificated, each Unit certificate shall be signed by a Manager of the Company, certifying the number and class of Units owned by the holder of such Units. All certificates for each type and class of Units shall be consecutively numbered or otherwise identified. The names of the Members to whom the Units are issued, with the number and class of Units and date of issue, shall be entered on the books of the Company. Units shall only be transferred on the books of the Company by the holder of record or by such holder’s attorney duly authorized in writing, upon surrender to the Company of the Unit Certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Company may require. In that event, provided all other conditions to transfer have been met, the Company shall issue a new Unit Certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books.
No Unit Certificates. (a) Unless otherwise approved by the General Partner, the Units shall be book entry only and shall not be evidenced by certificates. If the General Partner approves the issuance of certificates evidencing the issued and outstanding Units (the "Certificates"), then the Certificates shall be in such form as the General Partner may approve from time to time.
(b) The General Partner shall cause any Certificate evidencing a Unit to be endorsed with the following legend: "This certificate, and the Units that it evidences, is subject to a Limited Partnership Agreement dated [ ], 2019, as may be amended from time to time, and is transferable only in accordance with that agreement."
(c) Any Certificate must be signed by at least one authorized signing officer of the General Partner and the validity of a Certificate will not be affected by the circumstance that a Person whose signature is so reproduced is deceased or no longer holds the office which he or she held when the reproduction of his or her signature in that office was authorized. The signature of any authorized signing officer of the General Partner may be mechanically reproduced in facsimile or other electronic form and Certificates bearing such facsimile or electronic signature shall be binding upon the Partnership as if the Certificate had been manually signed by such authorized signing officer.
(d) If any Certificate is lost or destroyed, the General Partner shall issue a replacement Certificate to the Limited Partner upon receipt of evidence satisfactory to the General Partner of such loss, mutilation, theft or destruction, and upon receiving such indemnification as the General Partner deems appropriate in the circumstances.
(e) Upon the dissolution of the Partnership and distribution to a Limited Partner of the assets to which such Limited Partner is entitled hereunder, any Certificate for Units issued to such Limited Partner shall become null and void.
No Unit Certificates. (a) Unless the General Partner otherwise determines, no Limited Partner shall be entitled to receive a certificate representing Units held.
(b) If the General Partner determines that certificates will be issued, the unit certificates will be substantially in such form as may be determined from time to time by the General Partner.
No Unit Certificates. The Company will not issue certificates to evidence the Units issued to Members under this Agreement.