No Registration of Membership Interests. Such Member acknowledges --------------------------------------- that: (a) the sale of the Membership Interests referred to herein has not been registered under the Securities Act or qualified under the Delaware General Corporation Law, as amended, or any other applicable securities or blue sky laws of any state or jurisdiction in reliance, in part, on such Member's representations, warranties, and agreements contained herein; and (b) the Membership Interests may not be resold unless the resale is registered under the Securities Act and qualified under all applicable securities or blue sky laws (or is exempt from these registration and qualification requirements).
No Registration of Membership Interests. He or she acknowledges that the Membership Interest has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the Utah Corporate Securities Law, as amended, or any other applicable blue sky laws in reliance, in part, on his or her representations, warranties, and agreements herein.
No Registration of Membership Interests. Each Member agrees that the Membership Interests being issued hereunder to the Members may be securities and that such Membership Interests have been issued without registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or registration or qualification under any state securities or "Blue Sky" laws, in reliance on exemptions from those registration and qualification provisions. Each Member represents and warrants to the Company that he, she or it has acquired or is acquiring his, her or its Membership Interests for investment purposes and without any view toward or intent to dispose of or distribute such Membership Interests or any interest therein. Each Member also agrees that, in the absence of an applicable exemption from registration and qualification, neither the Membership Interests, nor any interest therein may be transferred without registration under the Securities Act and registration or qualification under applicable state securities or "Blue Sky" laws.
No Registration of Membership Interests. Each Member agrees that the Membership Interests being issued hereunder to the Members may be securities and that such Membership Interests have been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or registration or qualification under any state securities or “Blue Sky” laws, in reliance on exemptions from those registration and qualification provisions. Each Member represents and warrants to the Company that it has acquired or is acquiring its Membership Interests for investment purposes only and without any view toward or intent to dispose of or distribute such Membership Interests or any interest therein. Each Member also agrees that, in the absence of an applicable exemption from registration and qualification, neither the Membership Interests, nor any interest therein may be transferred without registration under the Securities Act and registration or qualification under applicable state securities or “Blue Sky” laws.
No Registration of Membership Interests. It acknowledges that the Membership Interests have not been registered under the Securities Act, or under any applicable blue sky laws in reliance, in part, upon its representations, warranties, and agreements herein.
No Registration of Membership Interests. The Member understands that the Membership Interest has not been registered under the Securities Act or registered or qualified under any other securities law, on the grounds, among others, that no distribution or public offering of Membership Interests is to be effected and that Membership Interests are being issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Securities Act under the rules and regulations of the Securities and Exchange Commission thereunder and under comparable exemptive provisions of other applicable securities laws, rules and regulations. The Member understands that the Company is relying in part on the Member’s representations as set forth herein for purposes of claiming such exemptions.
No Registration of Membership Interests. The Member understands that the Membership Interest has not been registered under the Securities Act, or registered or qualified under any other securities law, on the grounds, among others, that no distribution or public offering of Membership Interests is to be effected and that Membership Interests are being issued by the Company in transactions that do not involve any public offering within the meaning of section 4(2) of the Securities Act, under the rules and regulations of the Securities and Exchange Commission thereunder and under comparable exemptive provisions of other applicable securities laws, rules and regulations. The Member understands that the Company is relying in part on the Member's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Member's representations, the Member has in mind merely acquiring the Membership Interest for resale on the occurrence or nonoccurrence of some predetermined event. The Member has no such intention.
