Common use of Article 8 Opt-In Clause in Contracts

Article 8 Opt-In. (a) No Grantor shall 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 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 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 certificating such interest and delivering all certificates evidencing such interest to the Collateral Agent in accordance with and as required by the provisions of Section 2.02.

Appears in 4 contracts

Samples: Second Lien Collateral Agreement (Franchise Group, Inc.), First Lien Collateral Agreement (Franchise Group, Inc.), Second Lien Collateral Agreement (Franchise Group, Inc.)

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Article 8 Opt-In. (a) No Grantor shall 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 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 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 certificating such interest and delivering all certificates evidencing such interest to the First Lien Collateral Agent in accordance with and as required by the provisions of Section 2.02.

Appears in 3 contracts

Samples: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)

Article 8 Opt-In. (a) No Grantor shall take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company or limited partnership that is an Immaterial Subsidiary owned or controlled by 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 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 certificating such interest and delivering all certificates evidencing such interest to the Collateral Administrative Agent in accordance with and as required by the provisions of Section 2.02promptly thereafter.

Appears in 3 contracts

Samples: Collateral Agreement (Endurance International Group Holdings, Inc.), Collateral Agreement (Endurance International Group Holdings, Inc.), Second Lien Collateral Agreement (Endurance International Group Holdings, Inc.)

Article 8 Opt-In. (a) No Grantor shall 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 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 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 certificating such interest and delivering all certificates evidencing such interest to the First Lien Notes Collateral Agent in accordance with and as required by the provisions of Section 2.02.

Appears in 2 contracts

Samples: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)

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Article 8 Opt-In. (a) No Grantor shall 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 any Grantor comprising Pledged 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 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 certificating such interest security and delivering all such certificates evidencing such interest to the Collateral Administrative Agent in accordance with and as required by the provisions of Section 2.02.

Appears in 1 contract

Samples: Security Agreement (Telephone & Data Systems Inc /De/)

Article 8 Opt-In. (a) 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 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 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 certificating such interest and delivering all certificates evidencing such interest to the Collateral Agent in accordance with and as required by the provisions of Section 2.02.

Appears in 1 contract

Samples: First Lien Collateral Agreement (Franchise Group, Inc.)

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