Common use of Article 8 Opt-In Clause in Contracts

Article 8 Opt-In. The Pledgor shall not take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership owned or controlled by the Pledgor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, Article 8 of the UCC as in effect under the laws of the applicable jurisdiction and shall not cause or permit any such limited liability company or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificated, in each case, without delivering all certificates (if any) evidencing such interest to the Collateral Agent in accordance with and as required by Section 3 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Collateral Agent (following notice to the Collateral Agent of any such change, which shall be promptly provided by the Pledgor), to provide the Collateral Agent with control (as defined in Article 8-106 of the UCC) of any such security.

Appears in 6 contracts

Samples: Pledge Agreement (Graftech International LTD), Pledge Agreement (Graftech International LTD), Pledge Agreement (Graftech International LTD)

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Article 8 Opt-In. The Pledgor No Grantor shall not take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership owned or controlled by the Pledgor any Grantor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, by Article 8 of the UCC as in effect under the laws of the applicable any state having jurisdiction and shall not cause or permit any such limited liability company or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificateda certificated security, in each case, without delivering all certificates (if any) evidencing such interest to the Term Collateral Agent in accordance with and as required by Section 3 2.02 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Term Collateral Agent (following notice to the Term Collateral Agent of any such change, which shall be promptly provided by the Pledgorsuch Grantor), to provide the Term Collateral Agent with control (as defined in Article 8-106 of the UCC) of any such security.

Appears in 3 contracts

Samples: Term Collateral Agreement (Installed Building Products, Inc.), Term Collateral Agreement (Installed Building Products, Inc.), Term Collateral Agreement (Builders FirstSource, Inc.)

Article 8 Opt-In. The Pledgor No Grantor shall not take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership owned or controlled by the Pledgor any Grantor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, Article 8 of the UCC as in effect under the laws of the applicable jurisdiction and shall not cause or permit any such limited liability company or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificated, in each case, without delivering all certificates (if any) evidencing such interest to the Collateral Agent in accordance with and as required by Section 3 2.02 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Collateral Agent (following notice to the Collateral Agent of any such change, which shall be promptly provided by the Pledgorsuch Grantor), to provide the Collateral Agent with control (as defined in Article 8-106 of the UCC) of any such security.

Appears in 3 contracts

Samples: Collateral Agreement (Graftech International LTD), Collateral Agreement (Graftech International LTD), Collateral Agreement (Graftech International LTD)

Article 8 Opt-In. The Pledgor No Grantor shall not take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership owned or controlled by the Pledgor any Grantor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, by Article 8 of the UCC as in effect under the laws of the applicable any state having jurisdiction and shall not cause or permit any such limited liability company or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificateda certificated security, in each case, without delivering all certificates (if any) evidencing such interest to the Collateral Agent in accordance with and as required by Section 3 2.02 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Collateral Agent (following notice to the Collateral Agent of any such change, which shall be promptly provided by the Pledgorsuch Grantor), to provide the Collateral Agent with control (as defined in Article 8-106 of the UCC) of any such security.

Appears in 2 contracts

Samples: Collateral Agreement (Builders FirstSource, Inc.), Abl Collateral Agreement (Builders FirstSource, Inc.)

Article 8 Opt-In. The Pledgor No Grantor shall not take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership owned or controlled by the Pledgor any Grantor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, by Article 8 of the UCC as in effect under the laws of the applicable any state having jurisdiction and shall not cause or permit any such limited liability company or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificateda certificated security, in each case, without delivering all certificates (if any) evidencing such interest to the Collateral Administrative Agent in accordance with and as required by Section 3 2.02 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Collateral Administrative Agent (following notice to the Collateral Administrative Agent of any such change, which shall be promptly provided by the Pledgorsuch Grantor), to provide the Collateral Administrative Agent with control (as defined in Article 8-106 of the UCC) of any such security.

Appears in 2 contracts

Samples: Security Agreement (Installed Building Products, Inc.), Security Agreement (Installed Building Products, Inc.)

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Article 8 Opt-In. The Pledgor No Grantor shall not take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership owned or controlled by the Pledgor any Grantor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, by Article 8 of the UCC as in effect under the laws of the applicable any state having jurisdiction and shall not cause or permit any such limited liability company or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificateda certificated security, in each case, without delivering all certificates (if any) evidencing such interest to the Notes Collateral Agent in accordance with and as required by Section 3 2.02 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Collateral Agent collateral agent under the Term Loan Credit Agreement or the ABL Credit Agreement (following notice to the Notes Collateral Agent of any such change, which shall be promptly provided by the Pledgorsuch Grantor), to provide the Notes Collateral Agent with control (as defined in Article 8-106 of the UCC) of any such security.

Appears in 2 contracts

Samples: Notes Collateral Agreement (Builders FirstSource, Inc.), Notes Collateral Agreement (Builders FirstSource, Inc.)

Article 8 Opt-In. The Pledgor No Grantor shall not take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership owned or controlled by the Pledgor any Grantor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, by Article 8 of the UCC as in effect under the laws of the applicable any state having jurisdiction and shall not cause or permit any such limited liability company or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificated, in each case, without delivering all certificates (if any) evidencing such interest to the Collateral Agent in accordance with and as required by the provisions of Section 3 2.02 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Collateral Agent (following notice to the Collateral Agent of any such change, which shall be promptly provided by the Pledgor), to provide the Collateral Agent with control (as defined in Article 8-106 of the UCC) of in any such security.

Appears in 1 contract

Samples: Collateral Agreement (American Public Education Inc)

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