Unit Certificates. (a) The Units are securities governed by Article 8 of the Uniform Commercial Code (the "UCC"), shall be represented by certificates and are "certificated securities" as defined in Article 8 of the UCC. Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and class of such Units. All certificates for each type and class of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Member Schedule) by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Schedule).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Business Sound Inc), Limited Liability Company Agreement (Business Sound Inc)
Unit Certificates. (a) The All Units are securities governed by Article 8 of the Uniform Commercial Code (the "UCC"), shall be represented by certificates and are "certificated securities" as defined in Article 8 of the UCCcertificates. Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and type, class and/or series of such Units. All certificates for each type and class or series of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class or series of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Member Members Schedule) by the holder of record thereof thereof, or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, authorization and other matters as the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, provided If all other conditions to such a transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Members Schedule).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Muzak Finance Corp), Limited Liability Company Agreement (Muzak Holdings Finance Corp)
Unit Certificates. (a) The Units are securities governed by Article 8 of the Uniform Commercial Code (the "“UCC"”), shall be represented by certificates and are "“certificated securities" ” as defined in Article 8 of the UCC. Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and class of such Units. All certificates for each type and class of Units shall be consecutively numbered or otherwise identified. : The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Member Schedule) by the holder of record thereof or by such holder's ’s attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Schedule).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Tempur Pedic International Inc), Limited Liability Company Agreement (Sealy Texas Holdings LLC)
Unit Certificates. (a) The All Units are securities governed by Article 8 of the Uniform Commercial Code (the "UCC"), shall be represented by certificates and are "certificated securities" as defined in Article 8 of the UCCcertificates. Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and type, class and/or series of such Units. All certificates for each type and class or series of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class or series of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred Transferred on the books of the Company (including the Member Members Schedule) by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer Transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Members Schedule).
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Samples: Limited Liability Company Agreement (Muzak Finance Corp)
Unit Certificates. (a) The All Units are securities governed by Article 8 of the Uniform Commercial Code (the "UCC"), shall be represented by certificates and are "certificated securities" as defined in Article 8 of the UCCcertificates. Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and type, class and/or Series of such Units. All certificates for each type and class or Series of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class or Series of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred Transferred on the books of the Company (including the Member Members Schedule) by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer Transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Members Schedule).
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Unit Certificates. (a) The All Units are securities shall be represented by certificates in the form set forth on Exhibit B, and each Unit shall be deemed a “security” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Delaware Uniform Commercial Code (the "UCC"), shall be represented by certificates and are "certificated securities" as defined in Article 8 of the UCCCode. Each such certificate shall be signed by an officer a Manager or by the Chief Executive Officer or the President and the Secretary of the Company, certifying the number of Units owned by the holder of such Units and stating the type and class of such Units. All certificates for each type and class or Series of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the numbernumber and type of Units, type and class of Units and the date of issueissue and the Capital Account balance attributable to such Units, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Subject to the provisions of this Agreement, Units shall only be transferred Transferred on the books of the Company (including the Member Members Schedule) by the holder of record thereof or by such holder's ’s attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer Transfer have been met, it shall be the duty of the Company to issue a new certificate certificate(s) to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Members Schedule).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Energysouth Inc)
Unit Certificates. (a) The All Units are securities shall be represented by certificates in the form set forth in EXHIBIT B, shall be deemed "security" within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code (the "UCC"), shall be represented by certificates and are "certificated securities" as defined in Article 8 of the UCCCode. Each such certificate shall be signed by an officer the President or Chief Executive Officer and the Secretary of the Company, certifying the number of Units owned by the holder of such Units and stating the type and class of such Units. All certificates for each type and class or Series of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the numbernumber and type of Units, type and class of Units and the date of issueissue and the Capital Account balance attributable to such Units, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Subject to the provisions of this Agreement, Units shall only be transferred Transferred on the books of the Company (including the Member Members Schedule) by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer Transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Members Schedule).
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Unit Certificates. (a) The Units are securities governed by Article 8 of the Uniform Commercial Code (the "“UCC"), ”) shall be represented by certificates and are "“certificated securities" ” as defined in Article 8 of the UCC. Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and class of such Units. All certificates for each type and class of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Member Schedule) by the holder of record thereof or by such holder's ’s attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Schedule).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Convergence, LLC)
Unit Certificates. (a) The Units are securities governed by Article 8 of the Uniform Commercial Code (the "“UCC"”), shall be represented by certificates and are "“certificated securities" ” as defined in Article 8 of the UCC. Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and class of such Units. All certificates for each type and class of Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Member Members Schedule) by the holder of record thereof or by such holder's ’s attorney duly authorized in writing, upon surrender to the Company of the 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 reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Members Schedule).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ladder Capital Commercial Mortgage Securities LLC)