UCC Article 8. The Pledged Securities (i) shall continue to be “securities” (within the meaning of Sections 8-102(a)(15) and 8-103 of the Code), (ii) shall continue to be “financial assets” (within the meaning of Section 8-102(a)(9) of the Code) and (iii) shall not be credited to a “securities account” (within the meaning of Section 8-501(a) of the Code). The operating agreement of Issuer and the certificates evidencing the Pledged Securities each shall at all times state that the Pledged Securities are “securities” as such term is defined in Article 8 of the Code.
UCC Article 8. The Units will be treated as securities governed by Article 8 of the Uniform Commercial Code (but the designation of the Units as securities for purposes of such law does not mean that they are securities for any other purposes).
UCC Article 8. The Certificated Pledged Equity (i) will continue to be “securities” within the meaning of Sections 8-102(a)(15) and 8-103 of the UCC and (ii) will continue to be “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC). The Pledged Equity will not be credited to a “securities account” (within the meaning of Section 8-501(a) of the UCC).
UCC Article 8. The Company and the Members hereby opt into Article 8 of the UCC and the Units shall be deemed “securities” for purposes of UCC compliance only. The act of opting into Article 8 of the UCC shall not categorize the Units as “securities” for any other non-UCC purpose, including, without limitation, under any federal investment company laws or federal or state securities laws.”
UCC Article 8. All membership interests or shares in each Pledged Entity that constitute Pledged Equity Interests are securities governed by Article 8 of the UCC.
UCC Article 8. The Equity Interests (i) will continue to be “securities” within the meaning of Sections 8-102(a)(15) and 8-103 of the Code, (ii) will continue to be “financial assets” (within the meaning of Section 8-102(a)(9) of the Code), (iii) will not be credited to a “securities account” (within the meaning of Section 8-501(a) of the Code), (iv) will not be dealt in or traded on a securities exchange or in a securities market, and (v) will not be “investment company securities” (within the meaning of Section 8-103 of the Code). The certificates evidencing the Equity Interests each shall at all times state that the Equity Interests are “securities” as such term is defined in Article 8 of the Code, from time to time in effect.
UCC Article 8. Such Grantor agrees and covenants that (a) any Pledged Uncertificated Stock pledged hereunder are not and shall not at any time hereafter be (absent the Administrative Agent's prior written consent, which consent may be withheld in the Administrative Agent's sole and absolute discretion) (1) governed by Article 8 of the UCC, (2) represented by a security certificate either in bearer or registered form, (3) of a type dealt in or traded on securities exchanges or securities markets, and/or (4) an investment company security under Article 8 of the UCC; and (b) such Grantor shall not amend or otherwise modify such Grantor's operating agreement or other equivalent agreement in violation of subsection (a) of this Section.
UCC Article 8. The Company hereby irrevocably elects that all membership interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code. Each certificate evidencing membership interests in the Company shall bear a legend reading substantially as follows: “This certificate evidences an interest in GA Industries Holdings, 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.
UCC Article 8. Such Pledgor will take all actions necessary to cause the limited liability company agreement, operating agreement, partnership agreement or similar governing document of each issuer of Pledged Equity Interests to provide specifically at all times that: (i) each Pledged Equity Interest is a security and shall be governed by Article 8 of the applicable UCC; (ii) each certificate representing a Pledged Equity Interest shall bear a legend to the effect that such membership, partnership or other interest (as applicable) is a security and is governed by Article 8 of the applicable UCC; and (iii) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner, as applicable, of the issuer of any transferee (including the Administrative Agent) that acquires ownership of any Pledged Equity Interest as a result of the exercise by the Administrative Agent of any remedy hereunder or under applicable law.
UCC Article 8. The Partnership hereby irrevocably elects that all partnership interests in the Partnership shall be securities governed by Article 8 of the Uniform Commercial Code of Texas and may be represented by certificates. Each certificate evidencing partnership interests in the Partnership shall bear the following legend: “This certificate evidences an interest in Texas Xxxxx, XX 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. All certificates for membership interests shall designate such interest as a percentage interest as set forth in Section 5.1 of this Agreement. EXECUTED to be effective as of the date first above written. GENERAL PARTNER: TEXAS XXXXX XX, LLC By: /s/ Illegible Name: Title: LIMITED PARTNER: TEXAS XXXXX XX, LLC By: Name: Title Amended and Restated Agreement of Limited Partnership of Texas Xxxxx, XX
