Uncertificated Units. All Units shall be held in uncertificated form, unless and as the Trustee may deem it appropriate to issue certificates or if so directed by the Depositor. The Trustee may deem and treat the person in whose name any Unit is registered upon the books of the Trustee as the owner thereof for all purposes and the Trustee shall not be affected by any notice to the contrary.
Uncertificated Units. Notwithstanding the foregoing and anything else herein to the contrary, the Units may be issued in uncertificated form.
Uncertificated Units. The Partnership will not issue certificates representing Units or other equity interests in the Partnership, and the Units or other equity interests in the Partnership outstanding at any time shall be as set forth on Exhibit A, as the same may be amended or modified in accordance with this Agreement.
Uncertificated Units. Each Member acknowledges that the Units are not represented by certificates. Each Member hereby waives any right to request from the Company a certificate representing the number of his, her or its Units registered in certificated form.
Uncertificated Units. The issuance of Preferred Units shall be reflected in the books and records of the Company, and shall not be represented by any certificate.
Uncertificated Units. As of the date of this Agreement, the Units are not represented by certificates. The Management Member may, but need not, cause the Units to be certificated. If the Units are certificated, such certificates will bear the following legend: THE INTEREST REPRESENTED BY THIS CERTIFICATE WAS ORIGINALLY ISSUED ON , HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN (A) LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF MARCH 16, 2022, AS AMENDED, (B) A GRANT AGREEMENT DATED AS OF , AS AMENDED, WHICH AGREEMENTS ARE ON FILE WITH THE COMPANY’S SECRETARY.
Uncertificated Units. Units shall not be represented by physical certificates.
Uncertificated Units. The Board of Managers shall act as registrar for the Units. At all times while any Units remain outstanding, the Board of Managers shall keep or cause to be kept books of registry for the registration of Units and registration of transfer of Units at the Company’s principal place of business. Upon compliance with the terms and conditions of Article IX hereof with respect to a Unit, the Board of Managers shall register the transfer of such Units. Prior to the due presentment for registration of transfer, the Board of Managers may treat the registered owner of any Units as the absolute owner of such Units for the purpose of making distributions and for all other purposes whatsoever. Class A Profits Interests Units shall be considered “general intangibles” as such term is defined in Section 9-102(a)(42) of the Uniform Commercial Code as adopted in the State of Delaware.
Uncertificated Units. The Members and the Company reaffirm that as of the date of this Agreement the Units in the Company are uncertificated, and hereby agree that for so long as any pledge or hypothecation of any Units in the Company is in effect to secure the repayment of any indebtedness, liabilities and obligations of Xxxxx, the Company shall not issue any certificate or other security evidencing the Units and shall not elect to have the Units constitute securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Uncertificated Units. As promptly as reasonably practicable after the Effective Time (but in no event more than five business days thereafter), Parent and the Surviving Entity shall cause the Paying Agent to (i) mail to each Person who was, at the Effective Time, a holder of Uncertificated Units (other than (x) Uncertificated Units to be canceled in accordance with Section 2.01(b) or (y) upon the ServiceCo Election, the ServiceCo Units) materials advising such holder of the effectiveness of the Merger and the conversion of its Uncertificated Units into the right to receive the Merger Consideration and (ii) subject to the delivery of such customary documents as may reasonably be required by the Paying Agent, pay to each Person who was, at the Effective Time, a holder of Uncertificated Units the Merger Consideration that such holder is entitled to receive in respect of its Uncertificated Units pursuant to Section 2.01(c) and this Article II. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any Uncertificated Units are registered, it shall be a condition of payment that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Uncertificated Units and shall have established to the reasonable satisfaction of the Surviving Entity or the Paying Agent that such Uncertificated Units were properly transferred and that such Tax either has been paid or is not applicable.
