Membership Interest Certificates. (i) Ownership of the Membership Interests may be evidenced by Membership Interest certificates substantially in the form of Exhibit A hereto. The Company may issue one or more certificates to the Member, which certificates need not bear a seal of the Company but shall be signed by any Person authorized by the Original Member to sign such certificates who shall certify the percentage of Membership Interests represented by such certificate. The certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and percentage of Membership Interests. The Original Member may determine the conditions upon which a new certificate may be issued in place of a certificate that 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 bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar 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. The Company shall maintain books for the purpose of registering the transfer of limited liability company interests.
Membership Interest Certificates. Each Member’s Membership Interest in the Company shall be evidenced by a certificate in the form of Exhibit A attached hereto (a “Certificate”), and shall constitute a security governed by Article 8 of the Delaware Uniform Commercial Code-Investment Securities (Del Code Title 6:§8-101, et. seq.).
Membership Interest Certificates. Units of Membership Interest may be evidenced by Membership Interest Certificates (herein referred to collectively as “Membership Interest Certificates” and individually as a “Membership Interest Certificate”), which shall solely be issued, at the written request of any Member or Preferred Holder (as applicable), in accordance with this Section 4.7 and Section 11.17, in the form of Exhibit A. Each Membership Interest Certificate shall be signed by two Officers and shall bear the following legend: “The Unit(s) of Membership Interest represented by this certificate is(are) subject to and transferable only in compliance with the Joint Venture Operating Agreement of The Taubman Realty Group LLC, as the same may be amended or supplemented from time to time (the “Operating Agreement”), a copy of which is on file at the office of The Taubman Realty Group LLC. Any assignment, sale, transfer, conveyance, mortgage, or other encumbrance, pledge, grant of an option or proxy, or other disposition or act of alienation, whether voluntary or involuntary, or by operation of law, in respect of a Unit of Membership Interest made other than as permitted in the Operating Agreement shall be null and void and have no force or effect whatsoever.” Transfers of Units of Membership Interest shall be made only as permitted herein and, if a Membership Interest Certificate has been issued with respect to such Membership Interest, then only upon the request of the Person named in the such Membership Interest Certificate, or by its attorney lawfully constituted in writing, and upon surrender and cancellation of such Membership Interest Certificate for a like number of Units of Membership Interest, a duly executed and acknowledged written instrument of assignment and agreement by the transferee to be bound by this Agreement, and with such proof of authenticity of the signatures as the Chief Executive Officer or the Board of Directors, as applicable, may reasonably require. In the event that the Company shall purchase any Units of Membership Interest (including Fractional Units), such Units of Membership Interest (or Fractional Units) shall be extinguished, and the Membership Interest Certificates with respect thereto shall be surrendered and cancelled. V. ALLOCATIONS; DISTRIBUTIONS; BANK ACCOUNTS; BOOKS OF ACCOUNT; TAX RETURNS; ACCOUNTING AND REPORTS; COMPANY FISCAL YEAR.
Membership Interest Certificates. No Membership Interest certificates shall be issued.
Membership Interest Certificates. (A) The Members hereby elect to opt in to Article 8 of the Delaware Uniform Commercial Code. Accordingly, all ownership interests of the Members in the Company (“Membership Interests”) under this Agreement shall be treated as securities under Delaware Uniform Commercial Code § 8-103(c) and will be certificated within the meaning of § 18-702(c) of the LLC Act and Article 8 of the Delaware Uniform Commercial Code. Notwithstanding any other provision to this Agreement, this election may not be revoked or changed without the consent of the Mezzanine Lender until Final Payment (as defined in the Mezzanine Loan Agreement). A Membership Interest will be evidenced by a certificate of interest issued by the Company in substantially the form set forth in Exhibit B to this Agreement (each, a “Membership Interest Certificate”). Each Membership Interest is a “security” and each Membership Interest Certificate is a “certificated security” (as that term is defined in Article 8 of the Delaware Uniform Commercial Code), and each Membership Interest in the Company and each Membership Interest Certificate is governed by (i) Article 8 of the Delaware Uniform Commercial Code and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions of 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. The Company shall issue to each Member a Membership Interest Certificate evidencing the Membership Interest issued to such Member.
Membership Interest Certificates. Certificates evidencing -------------------------------- membership interest issued pursuant to the OMO Transfer, evidencing 24.5% (24.5 Units) being issued to each of NAG and 146; and then canceling the certificate issued to NAG to evidence the OMO Redemption;
Membership Interest Certificates. Certificates evidencing -------------------------------- membership interests originally issued to Don (50%- 50 Units) and NAG (50% - 50 Units); certificates evidencing the River Port Transfer by cancelling the certificate issued to NAG and issuing certificates to NAG (25% - 25 Units) and 146 (25% - 25 Units); and then cancelling the certificate issued to NAG pursuant to the River Port Redemption;
Membership Interest Certificates. Sellers shall deliver the Membership Interest Certificates as described in Section 2.1 hereof or if none, an assignment in the form set forth in Exhibit 2.1.
Membership Interest Certificates. Membership Interest certificates if issued by the Company shall be in registered form and their transfer, encumbrance or similar disposition shall require, as a condition precedent for the validity of such transfer, encumbrance or similar disposition, the consent of both Members.
Membership Interest Certificates. Membership Interests in the Company may be evidenced by certificates in a form approved by the Board of Managers, but there shall be no requirement that the Company issue certificates to evidence the Membership Interests and no such certificates shall be issued as of the Effective Date. Any certificates evidencing the Membership Interests will bear the following legend reflecting the restrictions on the Transfer of such Membership Interests: “The Membership Interests evidenced hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except (a) pursuant to an effective registration under the Securities Act or (b) a transaction qualified as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder. The Membership Interests evidenced hereby are subject to the terms of that certain Second Amended and Restated Limited Liability Company Agreement of Wabash Valley Resources LLC, dated as of June 22, 2021, as amended, restated, supplemented or otherwise modified from time to time, by and among the members identified therein, including certain restrictions on transfer, and may not be transferred except in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of Wabash Valley Resources LLC. A copy of such Second Amended and Restated Limited Liability Company Agreement has been filed in the books and records of the Company and may be available upon request.”
