Common use of Certificates Representing Units Clause in Contracts

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.

Certificates Representing Units. (a) The Board mayshall issue certificates to Members representing the Units held by such Member. (b) In addition to any other legend required by applicable Law, at its election and discretion, issue or cause the Company to issue to the Members all certificates representing Units. Any certificates representing issued and outstanding Units shall bear a legend substantially in the following legendform: “THE UNITS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ARE SUBJECT TO AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SUCH ACT AND LAWS, OR STATE ACTS OR (B) PURSUANT TO 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.