Interest Certificates Clause Samples

Interest Certificates. Ownership of Interests may be evidenced by certificates, but shall be exclusively determined by entry in the Register of Partners. Each Interest certificate and the Register of Partners shall bear a legend on the face thereof in the following form:

Interest Certificates. Ownership of Interests may, but need not, be evidenced by certificates similar to customary stock certificates. Initially, Interests shall be uncertificated, but the Board may determine to certificate all or any Interests at any time by resolution thereof. In such event, the Board shall prescribe the forms of certificates to be issued by the Company, including the forms of legends to be affixed thereto. Any such certificate shall be delivered by the Company to the applicable record owner of the Interests represented by such certificate. Certificates evidencing Interests will provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of the Company but shall be signed by an Officer or any other Person authorized by the Board to sign such certificates who shall certify the Interests represented by such certificate. Books and records reflecting the record ownership of the Interests shall be kept by the Company. In the event any Officer who shall have signed, or whose facsimile signature or signatures shall have been placed upon, any such certificate or certificates shall have ceased to be such Officer before such certificate is issued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if such person were such Officer at the date of issue. The Board may determine the conditions upon which a new certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give a bond, with sufficient surety, to indemnify the Company against any and all losses or claims that may arise by reason of the issuance of a new certificate in the place of the one so lost, stolen or destroyed. Each certificate shall bear a legend on the reverse side thereof substantially in the following form in addition to any other legend required by law or by agreement with the Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUESTED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITI...

Interest Certificates. 12.1. Certificates of interest for tax purposes are available on request.

Interest Certificates. The Interests shall be uncertificated. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Interest Certificates. If the General Partner so elects, Interests shall be evidenced by numbered certificates in such form as shall be approved by the General Partner, signed by the General Partner. Any such Interest certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the Interests, the number of Interests, and the date of issue shall be entered on the stub of each certificate. Interest certificates exchanged or returned shall be canceled by the General Partner and returned to their original place in the Interest book.

Interest Certificates. The Member’s Interest constitutes a “security,” as such term is defined in Article 8 of the Uniform Commercial Code in effect in the State of Delaware (the “UCC”), shall be governed by the UCC and shall be represented by a security certificate. The Company shall maintain a record of the ownership of the Interest. The Interest shall be transferred by delivery to the Company of an instruction by the registered owner of the Interest requesting registration of transfer of such Interest (accompanied by a duly indorsed security certificate representing such Interest or affidavit of loss therefore) and the recording of such transfer in the records of the Company.

Interest Certificates. The Interests shall be uncertificated.

Interest Certificates. Upon the issuance of Partnership Units to a Partner in accordance with the provisions of this Agreement, the Partnership shall, if requested by a Partner, issue to such Partner one or more Unit Certificates in the name of such Partner. Each such Unit Certificate shall be denominated in terms of the Partnership Units covered by such Unit Certificate and shall be signed by the General Partner. “Unit Certificate” means a certificate issued by the Partnership which evidences the ownership of one or more Partnership Units. For the avoidance of doubt, each Partner holds the number of Partnership Units set forth next to such Partner's name on Schedules ▇-▇, ▇-▇, and D-1 notwithstanding the issuance of a Unit Certificate representing such Partnership Units.

Interest Certificates. (a) As of December 1, 2005, the Company has authorized the issuance of 9,000,000 Class A Interests. The Company is not authorized to issue any additional Class A Interests unless such issuance is authorized by action of the Board of Managers taken pursuant to Section 6.03(a). All of the authorized Class A Interests have been issued and are outstanding, are fully-paid and are not subject to further assessments (except in the case of the Class A Interests held by Coinstar, which are subject to an additional assessment as provided in Section 3.01(c)), are represented by Class A Interest Certificates and are held by the Members in the following amounts: (i) 3,594,409 Class A Interests are held by Ventures; (ii) 4,257,000 Class A Interests are held by Coinstar; (iii) 738,380 Class A Interests are held by GAM; and (iv) 410,211 Class A Interests are held by GARB. (b) The Company shall also be authorized to issue, from time to time, Class B Interests, provided that the issuance of such Class B Interests has been authorized by action taken by the Board of Managers; and provided further, that an issuance of such Class B Interests may not be made if it would result in the Company being treated as an association taxable as a corporation under Section 7704(b) of the Code. Any Class B Vested Interests issued by the Company may be represented by a Class B Interest Certificate. As soon as practicable after December 1, 2005, the Company will issue 1,000,000 Class B Interests to REEIP. Under this Agreement, the Company will make distributions and tax allocations only with respect to Class B Vested Interests, and will make no such distributions and tax allocations with respect to unvested Class B Interests. (c) Each Interest shall be personal property for all purposes and shall constitute a “security” within the meaning of, and shall be 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. (d) The Company shall maintain books for the purpose of registering the Transfer of any Interests. No Transfer of an Interest shall be effective unt...