Units Are Governed by Article 8 Sample Clauses

Units Are Governed by Article 8. 54 (a) By execution hereof, the Member hereby acknowledges and agrees that the Units issued and to be issued by the Company, whether held by Members or Assignees, shall constitute and be deemed a “security” within the meaning of § 4-8-102(a)(15) of the Colorado Uniform Commercial Code, as from time to time amended and in effect (the “UCC”), and shall be governed by and subject to Article 8 of the UCC (Colo. Rev.
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Units Are Governed by Article 8. 41 (a) By execution hereof, the Member hereby acknowledges and agrees that the Units issued and to be issued by the Company, whether held by Members or Assignees, shall constitute and be deemed a “security” within the meaning of C.R.S. 4-8-102(a)(15) of the Colorado Uniform Commercial Code, as from time to time amended and in effect (the “UCC”), and shall be governed by and subject to Article 8 of the UCC (C.R.S. §§ 4-8-101 et seq.) and the Uniform Commercial Code of any other applicable jurisdiction. (b) The Company shall issue a certificate42 evidencing the Member’s interest in the Company in such form as may be approved by the Manager; provided that such certificate shall 40 This is specifically authorized in § 7-80-404(5) as a result of the 2006 amendments. 41 See §4-8-103(c) which states “an interest in a partnership or limited liability company is not a security [for the purposes of Article 8] unless . . . its terms expressly provide that it is a security governed by this article . . ..” If not governed by article 8, security interests over Membership Interests and Economic Interests in Colorado limited liability companies would usually be taken as general intangibles under article 9. On the other hand, adopting Article 8 imposes a number of obligations on the entity which should be considered.
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