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This excerpt taken from the GIS 10-Q filed Jan 6, 2005. 11.10 Form and Transfers of Class B Limited Membership Interests (a) The Series B-1 Preferred Certificates and Series B-2 Preferred Certificates (unless any such certificates are held by GMI or one of its affiliates) shall be issued substantially in the form set forth in Exhibits I and J, respectively. No such certificate shall be valid for any purpose unless it shall have been executed on behalf of the Company by the manual or facsimile signature of an officer of the Company. (b) Except as otherwise provided in this Section 11.10, Series B-1 Preferred Certificates shall be issued solely in the form of one or more global certificates registered in the name of the Securities Depository or its nominee, and ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Depository Participants thereof. Except as provided in subparagraph (e) of this Section 11.10, the Series B-1 Preferred Certificates may be Transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository, or to a successor Securities Depository selected by the Managing Member, or to a nominee of such successor Securities Depository. (c) The Company shall have no responsibility or obligation with respect to: the accuracy of the records of the Securities Depository or any Depository Participant with respect to any beneficial ownership interest in the Series B-1 Preferred Certificates; the delivery to any 110 Depository Participant, beneficial owner of the Series B-1 Preferred Certificates or other Person, other than the Securities Depository, of any notice with respect to the Series B-1 Preferred Certificates; or the payment to any Depository Participant or beneficial owner of the Series B-1 Preferred Certificates, other than the Securities Depository, of any amount with respect to distributions on the Series B-1 Preferred Certificates. (d) So long as the certificates for Series B-1 Preferred Certificates are not issued pursuant to subparagraph (e) of this Section 11.10, the Company may treat the Securities Depository as, and deem the Securities Depository to be the absolute owner of such Series B-1 Preferred Certificates for all purposes whatsoever, including without limitation: any right to consent or vote with respect to the Series B-1 Preferred Certificates; the payment of distributions on the Series B-1 Preferred Certificates; giving purchase notices and other matters with respect to the Series B-1 Preferred Certificates; and registering Transfers with respect to the Series B-1 Preferred Certificates. (e) If (A) the Securities Depository shall give notice that it is unwilling or unable to continue as such, or (B) the Securities Depository shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and if the Managing Member shall not have selected a substitute Securities Depository within ninety (90) days after the Managing Member receives notice or becomes aware of such condition, then this Section 11.10 shall no longer be applicable and the Series B-1 Preferred Certificates shall be registered for Transfer or exchange, and new certificates shall be issued, in the name or names of the designated transferee or transferees, upon surrender of the old certificates in form deemed by the Transfer Agent properly endorsed for Transfer with all necessary endorsers’ signatures guaranteed, in such manner and form as the Transfer Agent may require, by a guarantor reasonably believed by the Transfer Agent to be responsible, accompanied by such assurance as the Transfer Agent shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes or funds necessary for the payment of such taxes. Certificates issued pursuant to this subparagraph (e) shall bear an appropriate legend indicating the restrictions on Transfer under applicable securities laws, which shall be substantially identical to the legend set forth on the form of Series B-1 Preferred Certificate attached as Exhibit I hereto. (f) All requests for removal of legends on definitive certificates indicating restrictions on Transfer shall be accompanied by an opinion of counsel addressed to the Transfer Agent stating that such legends may be removed and all such requests for removal of legends on definitive certificates indicating restrictions on Transfer shall be accompanied by an opinion of counsel addressed to the Transfer Agent stating that such legends may be removed and the Series B-1 Preferred Certificates represented thereby freely Transferred in compliance with the federal securities laws. No legend may be removed without the consent of the Managing Member and the Required Class A Limited Members. (g) The Transfer Agent shall issue and register replacement certificates for certificates represented to have been lost, stolen or destroyed upon the fulfillment of such requirements as shall be deemed appropriate by the Transfer Agent, subject at all times to provisions of law. The Transfer Agent may issue new certificates in exchange for and upon the cancellation of mutilated 111 certificates. Any request by a holder to the Transfer Agent to issue a replacement or new certificate pursuant to this Section shall be deemed to be a representation and warranty by the holder to the Transfer Agent that such issuance will comply with such provisions of law. (h) Any Transfer shall be automatically void if such Transfer was effected through an established securities market (within the meaning of Treasury Regulation § 1.7704-1(b)). |
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