Opt-in to Article 8 of the Uniform Commercial Code. The Unitholders hereby agree that the Units shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).
Opt-in to Article 8 of the Uniform Commercial Code. The Company shall issue certificates in the name of the Member(s) or such other holders of limited liability company interests (the “LLC Interest Certificates”). Each LLC Interest Certificate shall bear, in effect, the following legend: “Each limited liability company interest in the Company represented by this certificate evidences an interest in the Company and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 102(a)(l 5) thereof) as in effect from time to time in the State of Georgia and (ii) Article 8 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 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 as the Company has “opted-in” to such provisions).” This provision shall not be amended, and no such purported amendment to this provision shall be effective until all outstanding certificates have been surrendered for cancellation. All Units are “securities” governed by Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Georgia.
Opt-in to Article 8 of the Uniform Commercial Code. The Company hereby irrevocably elects that all membership interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code. Any certificate evidencing membership interests in the Company shall bear the following legend: “This certificate evidences an interest in Diamond Resorts Parent, LLC and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.
Opt-in to Article 8 of the Uniform Commercial Code. Pursuant to and in accordance with 6 Del. Code Section 8-103(c), all Series A Preferred Units shall be considered and treated as “securities” (within the meaning of Del. Code Section 8-102(a)(15)) governed by Article 8 of the Delaware Uniform Commercial Code. All Series A Preferred Units shall upon issuance be evidenced and represented by Certificates of Series A Preferred Units issued by the Partnership to each holder of Series A Preferred Units. Such Certificate of Series A Preferred Interest is intended to be and shall be considered a “security certificate” within the meaning of 6 Del. Code Section 8-102(a)(16). The Series A Preferred Units represented or evidenced by such Certificate are intended to be treated and shall be considered “certificated securities” within the meaning of 6 Del. Code Section 8-102(a)(4). The General Partner and the officers thereof are hereby authorized, empowered and directed to execute and deliver any such Certificate and such Certificates shall be delivered by the Partnership to the applicable holder concurrently with the date of issuance.
Opt-in to Article 8 of the Uniform Commercial Code. The Company shall issue certificates in the name of the Member(s) or such other holders of limited liability company interests (the “LLC Interest Certificates”). Each LLC Interest Certificate shall bear, in effect, the following legend: “Each limited liability company interest in the Company represented by this certificate evidences an interest in the Company and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 102(a)(15) thereof) as in effect from time to time in the State of New Hampshire and (ii) Article
Opt-in to Article 8 of the Uniform Commercial Code. The Member hereby agrees that the Equity Interests of the Company shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).
Opt-in to Article 8 of the Uniform Commercial Code. The Members agree that the LLC Interests may be evidenced by certificates executed by the Manager of the Company and that the LLC Interests shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).
Opt-in to Article 8 of the Uniform Commercial Code. The Members hereby agree that the Percentage Interests shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware as in effect from time to time (“Article 8”). At no time shall the Members elect that such Percentage Interests shall not be governed by Article 8.
Opt-in to Article 8 of the Uniform Commercial Code. The Shareholders hereby agree that the Shares shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).
Opt-in to Article 8 of the Uniform Commercial Code. The Unitholders hereby agree that the Units shall be securities governed by Article 8 of the Uniform Commercial IRC of the State of California (and the Uniform Commercial IRC of any other applicable jurisdiction).
