Representations; Legend. Each Member hereby agrees that the following legend may be placed upon any counterpart of this Agreement or any other document or instrument evidencing ownership of a Unit: THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH UNITS IS RESTRICTED PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S OPERATING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME. A UNIT MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNIT BY THE ISSUER FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH UNIT WILL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED TO THE EXTENT REQUIRED UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION WILL BE AVAILABLE.
Appears in 2 contracts
Sources: Operating Agreement (Blockstack Inc.), Operating Agreement (Blockstack Inc.)
Representations; Legend. Each Member hereby represents, warrants and agrees that to the following legend may following, which will be placed upon on the reverse side of any counterpart of this Agreement certificate or any other document or instrument evidencing ownership of a UnitUnits: THE UNITS SECURITIES REPRESENTED BY THIS DOCUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY THE SECURITIES LAWS AND THE TRANSFERABILITY ACT OF SUCH UNITS IS RESTRICTED PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S OPERATING AGREEMENT1933, AS MAY BE AMENDED FROM TIME TO TIME. A UNIT AMENDED, AND MAY NOT BE SOLD, ASSIGNED OFFERED FOR SALE, HYPOTHECATED, ASSIGNED, TRANSFERRED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY OTHERWISE DISPOSED OF UNLESS SUCH UNIT BY THE ISSUER FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT WITH RESPECT TO SUCH UNIT WILL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED TO THE EXTENT REQUIRED UNDER ANY APPLICABLE STATE SECURITIES LAWSSAID ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH PROPOSED SALE OR OFFER OR OTHER DISPOSITION DOES NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER SAID ACT. Any sale, assignment, transfer, pledge, or other disposition or encumbrance of the Units represented by this Certificate is restricted by and subject to the terms and conditions of an Operating Agreement between the Company and its Members. Copies of said Agreements are on file with the Secretary of the Company and will be provided to the party to such Agreement within five (25) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION WILL BE AVAILABLE.days after a written request therefor. By acceptance of this Certificate, the holder agrees to be bound by the terms of said Agreements. •
Appears in 1 contract
Sources: Operating Agreement