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. The Company shall be authorized to issue 100 equal shares of a single class of Limited Liability Company Interest (as defined in the Act) (the "Interest") in the form of membership certificates (each a "Membership Certificate") including any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. Each Member shall be entitled to a Membership Certificate in the Company. All membership certificates shall state the number of shares of Interest evidenced thereby, may (but need not) bear the seal of the Company and shall contain such further statements as shall be required by law. The Member may determine the form of the membership certificates except insofar as prescribed by law. The transfers of all Membership Certificates shall be subject to the restrictions, if any, imposed by this Agreement or any agreement to which the Company is party. Subject to any such restrictions (which shall be noted on the Membership Certificates), title to the Membership Certificates and to the membership Interest represented thereby shall be transferable on the books of the Company upon surrender of the Membership Certificates therefore duly endorsed, or accompanies by a separate document containing an assignment of the certificate or a power of attorney to sell, assign, pledge or otherwise transfer the same, signed by the person appearing by the certificate to be the owner of the membership interest represented thereby. If any Membership Certificate shall be lost, mutilated or destroyed, a new certificate may be issued in place thereof on reasonable evidence of such loss or destruction and upon such indemnity as the Company may require for its own protection.
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. No Membership Interest certificates shall be issued.
Membership Interest Certificates. Sellers acknowledge that there are no certificate(s) evidencing the Membership Interests. Execution of this Agreement and the Assignment of Membership Interests shall be sufficient to transfer all right, title and interest in the Membership Interests.
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.”
Membership Interest Certificates. The Membership Interest held by the Members hereunder shall be evidenced by certificates of the Company certifying the Membership Interest represented thereby and in such form as the Managers may from time to time prescribe. The certificate evidencing a Membership Interest shall be a security for purposes of Article 8 of the Uniform Commercial Code.
Membership Interest Certificates. Upon the issuance of Certificates to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the percentage of Interests evidenced by such Certificate and shall be executed on behalf of the Company. “Certificate” means a non-negotiable certificate issued by the Company substantially in the form of Exhibit E hereto, which evidences the ownership of Interests. Each Certificate shall bear the following legend: “Each limited liability company interest in the Company shall constitute a “security” within the meaning of (i) Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the States of Delaware and New York and (ii) 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 (and each limited liability company interest in the Company shall be treated as such a “security” for all purposes, including, without limitation, perfection of the security interest therein under Article 8 of each applicable Uniform Commercial Code).”
Membership Interest Certificates. The Member shall have delivered any certificates representing (or similar evidence of ownership of) the Existing Seller Units, free and clear of all Encumbrances, duly endorsed in blank or accompanied by powers duly executed in blank.
