Certificates Representing Units Clause Samples

Certificates Representing Units. The Board may, at its election and discretion, issue or cause the Company to issue to the Members certificates representing Units. Any certificates representing Units shall bear the following legend: “THE UNITS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT, AS AMENDED, MODIFIED AND/OR RESTATED FROM TIME TO TIME, OF CLEAN COAL SOLUTIONS, LLC (THE “COMPANY”), BY AND AMONG THE COMPANY AND ITS MEMBERS (THE “LLC AGREEMENT”), A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY UPON WRITTEN REQUEST AND WITHOUT CHARGE.” To the extent applicable, certificates representing Units may also bear a legend in substantially the following form: “THE UNITS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN REDEMPTION RIGHTS, FORFEITURE PROVISIONS, RESTRICTIONS ON TRANSFER, DRAG-ALONG RIGHTS, TAG-ALONG RIGHTS, VOTING AND OTHER TERMS AND CONDITIONS SET FORTH IN THE LLC AGREEMENT AND/OR A SEPARATE AGREEMENT WITH THE HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY UPON WRITTEN REQUEST AND WITHOUT CHARGE.” If a Member holding Units evidenced by a certificate delivers to the Company an opinion of counsel, satisfactory in form and substance to the Board (which opinion requirement may be waived by the Board), that no subsequent Transfer of such Units will require registration under the Securities Act, the Company will promptly upon such contemplated Transfer deliver a new certificate evidencing the Units which does not bear the portion of the restrictive legend relating to the Securities Act set forth in this Section 6.8.
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Certificates Representing Units. The Partnership shall issue Certificates representing the Units to all Limited Partners.
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Certificates Representing Units. The Managing Member shall issue Membership Certificates to the Members representing the Units held by such Member in the form attached hereto as Exhibit A, including the legend set forth thereon.
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Certificates Representing Units. (a) Each Member of the Company shall be entitled to have a certificate, in such form as may be approved by the Board of Directors, signed by the President or Vice President and Treasurer or Secretary of the Company, certifying the number of Units owned by such Member. If the Company shall be authorized to issue more than one class of Units or more than one series of any class, the face or back of the certificate shall indicate which class of Units or series of any such class are represented by such certificate. (b) The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Company and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such certificate to enter into an agreement indemnifying the Company against any claim that may be made against the Company with respect to or relating to such certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate. (c) Upon surrender to the Company of a certificate for Units duly endorsed, or accompanied by transfer power separate from certificate evidencing an assignment in connection with a transfer or assignment of Units permitted under the terms of this Agreement, it shall be the duty of the Company, subject to any proper restrictions on transfer, to issue a new certificate to the transferee or assignee, cancel the old certificate and record the transaction on its books and records.
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Certificates Representing Units. The Board may, at its election and discretion, issue or cause the Company to issue certificates representing Units to the Members. In such event, the certificates shall be issued sequentially with respect to Voting Units, with Non-voting Units being issued in a different sequence. Any certificates issued shall clearly state that the rights of the holder of the Units are described in this Agreement and the Act, and that transfer of Units, if at all, shall be only in accordance with this Agreement and applicable securities laws. The certificates shall contain such other information as may be directed by the Board.
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Certificates Representing Units. The Units of the Partners may be evidenced by certificates issued by the Partnership, which, if issued, shall be in such form and incorporate such legends, recitals and provisions as the General Partner shall deem necessary or advisable. If certificates are issued, the General Partner shall establish reasonable procedures for the delivery and reissuance of certificates in connection with Transfers of Units, split-ups or combinations of certificates, and other eventualities. Among other matters, such procedures may set forth required fees, indemnifications, documentation and signatures (including guarantees thereof) to be obtained from parties requesting reissuance of certificates. Such procedures need not be incorporated into this Agreement, but a copy thereof shall be delivered to all Partners.
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Certificates Representing Units. The Company may issue one or more certificates evidencing the Units of each Member in the form of Exhibit A attached hereto; provided, however, that no such certificate shall be issued to evidence any Partial Rights. Certificates shall be executed on behalf of the Company by the Chairman of the Board. The Members hereby agree that the Units shall be treated as a “security” for purposes of and shall be governed by Article 8 of the Delaware Uniform Commercial Code—Investment Securities, as amended from time to time.
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Certificates Representing Units. All certificates for depositary receipts representing limited partnership units (the "Units") purchased by Valhi pursuant to the Units Purchase Agreement dated as of April 18, 1997 ("Valhi Units"), will bear the following legend: "THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY STATE SECURITIES OR BLUE SKY LAWS ("STATE LAWS"), AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN VOTING AGREEMENTS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STANDSTILL AGREEMENT BETWEEN THE PARTNERSHIP AND THE INITIAL HOLDER OF THESE UNITS, DATED AS OF ______________ __, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE PARTNERSHIP'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
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Related to Certificates Representing Units

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Limited Partnership Agreement of Strategic Storage Operating Partnership II, L.P., as amended from time to time.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Trust Certificates and Transfer of Interests Section 3.01 [Reserved].

  • Certificates and Documents The Company shall have delivered to special counsel to the Purchasers: (a) The Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (b) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and the Secretary of the State of the State of Connecticut; (c) By-laws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and (d) Resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date.

  • Membership Certificates This LLC shall be authorized to obtain and issue certificates representing or certifying membership interests in this LLC. Each certificate shall show the name of the LLC, the name of the member, and state that the person named is a member of the LLC and is entitled to all the rights granted members of the LLC under the Articles of Organization, Certificate of Formation or a similar organizational document, this operating agreement and provisions of law. Each membership certificate shall be consecutively numbered and signed by one or more officers of this LLC. The certificates shall include any additional information considered appropriate for inclusion by the members on membership certificates. In addition to the above information, all membership certificates shall bear a prominent legend on their face or reverse side stating, summarizing or referring to any transfer restrictions that apply to memberships in this LLC under the Articles of Organization, Certificate of Formation or a similar organizational document and/or this operating agreement, and the address where a member may obtain a copy of these restrictions upon request from this LLC. The records book of this LLC shall contain a list of the names and addresses of all persons to whom certificates have been issued, show the date of issuance of each certificate, and record the date of all cancellations or transfers of membership certificates.