Certificated Units Sample Clauses

POPULAR SAMPLE Copied 2 times
Certificated Units. All Units shall be certificated and issued as provided in Section 8.02. Persons holding Units shall be admitted to the Company as Members and such ownership shall be recorded by amendment to Annex I hereto, which shall not be considered an amendment to this Agreement.
View SourceView Similar (3)
Certificated Units. With respect to any Certificated Units (other than (x) Units located outside of the United States of America or any state or territory thereof and (y) Units that are the subject of a Stand-Alone Customer Capital Lease) (i) owned by a US Loan Party as of the Closing Date, such US Loan Party shall take, or cause to be taken, all action as is necessary so that within one-hundred-twenty (120) days (or such longer period as Agent may agree in its sole discretion) after the Closing Date, the security interest and Lien of Agent therein and thereon is noted on the Certificate of Title issued with respect to such Certificated Unit and (ii) at any time acquired by any US Loan Party after the Closing Date, such US Loan Party shall take, or cause to be taken, all action as is necessary so that within ninety (90) days (or such longer period as Agent may agree in its sole discretion) after any such acquisition of Certificated Units the security interest and Lien of Agent therein and thereon is noted on the Certificate of Title issued with respect to such Certificated Unit.
View SourceView Similar (4)
Certificated Units. (a) Subject to Section 5.16(f), within 30 days (or any longer period to which Agent agrees in writing) after a Loan Party’s acquisition of a Certificated Unit, each Borrower will, and will cause each of its Subsidiaries to, use commercially reasonable efforts to submit (i) an application to the appropriate Governmental Authority for the Agent’s Lien to be made on the Certificate of Title applicable to any such Certificated Unit, which notation, when made, will perfect, under applicable law, the Trust’s or Agent’s Lien in each such Certificated Unit, and (ii) an application to the appropriate Governmental Authority for the removal of any Lien in favor of a Person (other than the Trust or Agent) noted on the Certificate of Title for each such Certificated Unit. Upon request by Agent, Borrowers promptly shall provide Agent with evidence reasonably satisfactory to Agent that all actions described above have been taken. (b) Notwithstanding anything to the contrary in this Agreement, each Borrower will, and will cause each of its Subsidiaries to, use commercially reasonable efforts to cause Certificates of Title to be issued (to the extent such Certificates of Title will be issued, are required to be issued, or are available to be issued by the applicable Governmental Authorities) in the name of the applicable Loan Party, and the Trust’s Lien or the Agent’s Lien to be duly noted thereon (to the extent that the Governmental Authority will note the Trust’s Lien or the Agent’s Lien), for each Unit in each of the following circumstances: (a) promptly upon the request of Agent; or (b) within 45 days after Certificates of Title are required to be issued under applicable law in respect of Units located in a particular jurisdiction in order to perfect the Trust’s or Agent’s Lien therein. (c) As of the Closing Date Administrative Borrower shall, on its own behalf and on behalf of each Loan Party, segregate and maintain all Certificates of Title in respect of all Certificated Units of the Loan Parties at the office of Administrative Borrower located at 9▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Such Certificates of Title shall be maintained in a fireproof safe and held in such a manner as to allow Agent and/or the Trust to examine and make copies thereof or abstracts therefrom in accordance with the inspection and examination rights otherwise granted pursuant to this Agreement and the other Loan Documents. Upon (i) the value of all Certificated Units of the Lo...
View Source
Certificated Units. The limited liability company interests of the Company shall be designated as "Units," and the Company shall issue certificates in the name of the Member or such other holders of limited liability company interests ("LLC Interest Certificates"). Each such LLC Interest Certificate shall be denominated in terms of the percentage of Units evidenced by such LLC Interest Certificate and shall be signed by a member of the Board of Directors on behalf of the Company. Each LLC 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 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 (and each limited liability company interest in the Company shall be treated as such a "security" for all purposes, including, without limitation perfection of the security interest therein under Article 8 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.
View SourceView Similar (2)
Certificated Units. Units of the Company may be certificated and, if so certificated, shall be securities within the meaning of Article 8 of the Uniform Commercial Code of the State of New York.
View SourceView Similar (3)
Certificated Units. In the event that Certificated Units are issued, such Certificated Units will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THE COMPANY’S AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”
View SourceView Similar (2)
Certificated Units. All Units at any time and from time to time outstanding shall be evidenced by certificates in the form attached as Exhibit A hereto (a “Unit Certificate”) and shall bear the following legend: “These Units represent the right of the holder designated herein pursuant to the Limited Liability Agreement of Crown Cork & Seal Company, LLC, as may be amended and restated from time to time (the “LLC Agreement”) and are subject to restrictions on transfer, which restrict the transfer of Units pursuant to the terms and conditions of the LLC Agreement.”
View Source
Certificated Units. If the Board so elects, the Units shall be certificated in such form as the Board may from time to time determine. Such certificates shall be signed by both of (a) either the Chairman or a Vice Chairman, or the Chief Executive Officer or a Vice President, and (b) either the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may, but need not, be sealed with the seal of the Company; provided, however, that where any such certificate is signed or countersigned by a transfer agent or registrar, the signatures of such officers of the Company may be in facsimile form. In case any officer of the Company who shall have signed, or whose facsimile signature shall have been placed on, any certificate evidencing Units shall cease for any reason to be such officer before such certificate shall have been issued or delivered by the Company, such certificate may nevertheless be issued and delivered by the Company as though the person who signed such certificate, or whose facsimile signature shall have been placed thereon, had not ceased to be such officer of the Company.
View Source

Related to Certificated Units

  • Certificated/Uncertificated ADSs Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)” and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.

  • Uncertificated Shares Notwithstanding anything else herein, to the extent permitted under applicable foreign, federal, state or provincial law, the Committee may, issue the Shares in the form of uncertificated shares. Such uncertificated shares of Restricted Stock shall be credited to a book entry account maintained by the Company (or its designee) on behalf of the Participant. If thereafter certificates are issued with respect to the uncertificated shares of Restricted Stock, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Agreement.

  • Authorized Units Subject to the terms of this Agreement, the Company is authorized to issue equity interests in the Company designated as Units. The total number of Units that the Company shall have authority to issue is 1,000, all of which shall be designated as Common Units.

  • Certificated Assets Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.

  • Certificated Securities Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities.