Common use of Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units Clause in Contracts

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 26 contracts

Samples: Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.), Agreement and Plan of Merger (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (VictoryBase Corp)

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Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code of any applicable jurisdiction unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 8 contracts

Samples: Operating Agreement (Greenlane Holdings, Inc.), Limited Liability Company Agreement (Cresco Labs Inc.), Limited Liabilitycompany Agreement (MedMen Enterprises, Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the ManagerBoard of Managers. If the Manager Board of Managers determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by any two authorized officers of the Chief Executive Officer and any other officer designated by the ManagerCompany, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager Board of Managers may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it No Units shall not elect to treat any Unit be treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one certificated; notwithstanding anything to the contrary herein, including Section 15.03, the Board of Managers is authorized to amend this Agreement in order for the Company to opt-in to the provisions of Article 8 of the Uniform Commercial Code without the consent or more certificatesapproval of any Member of any other Person.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (American Oncology Network, Inc.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the ManagerManaging Member. If the Manager Managing Member determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer Officer designated by the ManagerManaging Member, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager Managing Member may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager Managing Member agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Graphic Packaging International, LLC), Assignment and Assumption Agreement (International Paper Co /New/), Assignment and Assumption Agreement (Graphic Packaging Holding Co)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and Officer, Chief Financial Officer, General Counsel or any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Pluralsight, Inc.), Limited Liability Company Agreement (I3 Verticals, Inc.), Limited Liability Company Agreement (I3 Verticals, Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the ManagerGeneral Partner. If the Manager General Partner determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the CompanyPartnership, by the Chief Executive Officer and any other officer designated by the ManagerGeneral Partner, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager General Partner may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager General Partner agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 7 contracts

Samples: Contribution Agreement (Sitio Royalties Corp.), Form of Joinder Agreement (Penn Virginia Corp), Contribution Agreement (Penn Virginia Corp)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the ManagerManaging Member. If the Manager Managing Member determines that one or more Units shall be certificated, each certificate representing such certificate Units shall be signed by or in the name of the Company, by any two Officers, one of which must be the Chief Executive Officer and any other officer designated by or Chief Financial Officer of the Manager, representing the number of Units held by such holderCompany. Such certificate shall be in such form (and shall contain such legends) as the Manager Managing Member may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager Managing Member agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 3 contracts

Samples: Operating Agreement (RMR Group Inc.), Operating Agreement (RMR Group Inc.), Operating Agreement (Reit Management & Research Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (RE/MAX Holdings, Inc.), Limited Liability Company Agreement (RE/MAX Holdings, Inc.), Limited Liability Company Agreement (RE/MAX Holdings, Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holderUnitholder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code of any applicable jurisdiction unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Acreage Holdings, Inc.), Limited Liability Company Agreement (Acreage Holdings, Inc.), Limited Liability Company Agreement (Acreage Holdings, Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless (1) otherwise determined by the ManagerManger or (2) required pursuant to legal or regulatory requirements applicable to the Member in whose name such Units are registered. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (EVO Payments, Inc.), Limited Liability Company Agreement (EVO Payments, Inc.), Limited Liability Company Agreement (EVO Payments, Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and Officer, Chief Financial Officer, General Counsel, Secretary or any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp)

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Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the ManagerManaging Member. If the Manager Managing Member determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the ManagerManaging Member, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager Managing Member may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Hf2 Financial Management Inc.), Limited Liability Company Agreement (Pennymac Financial Services, Inc.), Limited Liability Company Agreement (Pennymac Financial Services, Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the ManagerGeneral Partner. If the Manager General Partner determines that one or more Units shall be certificated, each such certificate certificate, representing the number of Units held by such holder, shall be signed by or in the name of the Company, Partnership by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holderGeneral Partner. Such certificate shall be in such form (and shall contain such legends) as the Manager General Partner may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager Subject to and without limiting Section 3.12(b), the General Partner agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 2 contracts

Samples: Form of Joinder Agreement (Kinetik Holdings Inc.), Altus Midstream Co

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate representing the number of Units held by such holder shall be signed by or in the name of the Company, Company by the Chief Executive Officer and or any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bounty Minerals, Inc.), Limited Liability Company Agreement (Desert Peak Minerals Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and or any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code (the “UCC”) of any applicable jurisdiction unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 2 contracts

Samples: Operating Agreement (SciPlay Corp), Operating Agreement (SciPlay Corp)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing Manager and shall represent the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Tradeweb Markets Inc.), Limited Liability Company Agreement (Tradeweb Markets Inc.)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the ManagerManaging Member. If the Manager Managing Member determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer Officer designated by the ManagerManaging Member, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager Managing Member may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager Managing Member agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article ‎Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Baker Hughes Holdings LLC)

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer President and any other officer designated by the Manager, representing the class and number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a "security" within the meaning of Article 8 of the Uniform Commercial Code of any applicable jurisdiction unless thereafter all Units then outstanding are represented by one or more certificates.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Alpine Summit Energy Partners, Inc.)

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