Article 8 Election. All Units shall be "securities" governed by Article 8 of the Uniform Commercial Code in any jurisdiction (i) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, and (ii) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or nonperfection and the priority of a security interest in the Units. Any certificate evidencing Units which is issued after the date of this Agreement may bear a legend substantially to the following effect: "THIS CERTIFICATE EVIDENCES UNITS OF MEMBERSHIP INTEREST IN LINCOLNWAY ENERGY, LLC AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE."
Article 8 Election. The Company irrevocably elects that each limited liability company interest in the Company (including each Series Interest) shall constitute a “security” within the meaning of, and 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) the corresponding provisions 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. The Company shall maintain books for the purpose of registering the transfer of limited liability company interests. A transfer of limited liability company interests in the Company shall be effected by registering the transfer upon delivery of an endorsed certificate representing the interests being transferred and otherwise in accordance with Section 5.4. This provision may not be amended, and no such purported amendment to this provision will be effective until all outstanding Certificates have been surrendered for cancellation.
Article 8 Election. All limited liability company interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware and Article 8 of the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction. Any certificate evidencing limited liability company interests issued by the Company shall bear the following legend: “THIS CERTIFICATE EVIDENCES LIMITED LIABILITY COMPANY INTERESTS IN THE COMPANY, WHICH ARE SECURITIES GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN ANY OTHER APPLICABLE JURISDICTION.” Any purported amendment to this provision, shall not take effect until all outstanding certificates have been surrendered to the Company for cancellation. This provision shall not be amended, and any purported amendment to this provision shall not be effective, without the prior written consent of JGWPT Holdings, LLC.
Article 8 Election. The Company irrevocably elects that all membership interests in the Company will be securities governed by Article 8 of the Uniform Commercial Code. Each Certificate evidencing membership interests in the Company will bear the following legend: “This Certificate evidences an interest in CAB East LLC and will be a security for purposes of Article 8 of the Uniform Commercial Code.” This provision may not be amended, and no such purported amendment to this provision will be effective until all outstanding Certificates have been surrendered for cancellation.
Article 8 Election. All Membership Units shall be governed by ------------------ and determined to be a security under Article 8 of the Uniform Commercial Code as adopted in the State of Delaware and in the State of New York.
Article 8 Election. Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the Uniform Commercial Code, Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the Uniform Commercial Code, nor shall such interest be represented by a certificate, unless Grantor provides prior written notification to the Lender of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Lender pursuant to the terms hereof.
Article 8 Election. Notwithstanding anything herein to contrary, all membership interests issued to the Member hereunder shall be “securities” as defined in and governed by Article 8 of the New York Uniform Commercial Code as in effect from time to time and shall be certificated. Any Unit issued contrary to this provision shall be deemed void ab initio.
Article 8 Election. All limited liability company interests in the Company shall be “securities” governed by Article 8 of the Uniform Commercial Code in effect from time to time in all jurisdictions where such Article 8 or equivalent provisions is adopted.
Article 8 Election. Each Unit shall constitute and shall remain a “security” within the meaning of, and 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) the corresponding provisions 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 (and each Unit shall be treated as a “security” for all purposes, including, without limitation, perfection of the security interest therein under Article 8 of each applicable Uniform Commercial Code). No Unit constituting a “security” within the meaning of Article 8 of the applicable Uniform Commercial Code shall be required to be certificated.”
2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.
3. By its signature below, the General Partner hereby consents to this Amendment. This Amendment shall be effective as of the date hereof and shall be considered an integrated part of the LPA. Except as so modified pursuant to this Amendment, the LPA is ratified and confirmed in all respects.
4. This Amendment may be executed in any number of counterparts and each of such counterparts shall together constitute one and the same instrument.
Article 8 Election. The Interest in the Company shall constitute a “security” within the meaning of, and shall be governed by:
(a) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) and Section 8-103(c) thereof) as in effect from time to time in the State of Delaware; and
(b) Article 8 of the Uniform Commercial Code of New York and 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. The Company shall be deemed to have “opted-in” to the foregoing provisions for the purpose of the Uniform Commercial Code. Notwithstanding any provision of this Operating Agreement to the contrary, to the extent that any provision of this Operating Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code, the provisions of Article 8 of the Uniform Commercial Code shall govern.
