Common use of Unregistered Interests Clause in Contracts

Unregistered Interests. Each Member and each Transferee of an Ownership Interest [a] acknowledges that the Ownership Interests are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, [b] acknowledges that such Member or Transferee is fully aware of the economic risks of an investment in the Company, and that such risks must be borne for an indefinite period of time, [c] represents and warrants that such Member or Transferee is acquiring an Ownership Interest for such Member’s or Transferee’s own account, for investment, and with no view to the distribution of the Ownership Interest in violation of applicable securities laws, and [d] agrees not to Transfer, or to attempt to Transfer, all or any part of its Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements and is otherwise permitted under this Agreement.

Appears in 5 contracts

Samples: Operating Agreement (Alaska Communications Systems Group Inc), Operating Agreement (Gci Inc), Asset Purchase and Contribution Agreement (Alaska Communications Systems Group Inc)

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Unregistered Interests. Each Member and each Transferee of an Ownership Interest [a] acknowledges that the ---------------------- Ownership Interests are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, [b] acknowledges that such Member or Transferee is fully aware of the economic risks of an investment in the Company, and that such risks must be borne for an indefinite period of time, [c] represents and warrants that such Member or Transferee is acquiring an Ownership Interest for such Member’s or Transferee’s 's own account, for investment, and with no view to the distribution of the Ownership Interest in violation of applicable securities lawsInterest, and [d] agrees not to Transfer, or to attempt to Transfer, all or any part of its Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements and is otherwise permitted under this Agreementrequirements.

Appears in 5 contracts

Samples: Operating Agreement (FLN Finance Inc), Operating Agreement (FLN Finance Inc), Operating Agreement (FLN Finance Inc)

Unregistered Interests. Each Member and each Transferee of an Ownership Interest [a] acknowledges that the Ownership Interests in the Company are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, [b] acknowledges that such Member or Transferee is fully aware of the economic risks of an investment in the Company, and that such risks risk must be borne for an indefinite period of time, [c] represents and warrants that such Member or Transferee is acquiring an Ownership Interest for such Member’s or Transferee’s 's own account, for investment, and with no view to the distribution of the Ownership Interest in violation of applicable securities laws, and [d] agrees not to Transfer, or to attempt to Transfer, all or any part of its such Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements and is otherwise permitted under this Agreementrequirements.

Appears in 4 contracts

Samples: Operating Agreement (Tele Communications Inc /Co/), Operating Agreement (Microsoft Corp), Operating Agreement (Media One Group Inc)

Unregistered Interests. Each Member and each Transferee of an Ownership Interest [(a] ) acknowledges that the Ownership Interests are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, [(b] ) acknowledges that such Member or Transferee is fully aware of the economic risks of an investment in the Company, and that such risks must be borne for an indefinite period of time, [(c] ) represents and warrants that such Member or Transferee is acquiring an Ownership Interest for such Member’s or Transferee’s 's own account, for investment, and with no without a view to the distribution of the Ownership Interest in violation of applicable securities lawsInterest, and [(d] ) agrees not to Transfer, or to attempt to Transfer, all or any part of its Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements and is otherwise permitted under this Agreementrequirements.

Appears in 2 contracts

Samples: Operating Agreement (Tci Satellite Entertainment Inc), Operating Agreement (Tci Satellite Entertainment Inc)

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Unregistered Interests. Each Member and each Transferee of an Ownership Interest [(a] ) acknowledges that the Ownership Interests are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, [; (b] ) acknowledges that such Member or Transferee is fully aware of the economic risks of an investment in the Company, and that such risks must be borne for an indefinite period of time, [; (c] ) represents and warrants that such Member or Transferee is acquiring an Ownership Interest for such Member’s or Transferee’s Person's own account, for investment, and with no view to the distribution of the Ownership Interest in violation of applicable securities laws, Interest; and [(d] ) agrees not to Transfer, or to attempt to Transfer, all or any part of its such Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements and is otherwise permitted under this Agreementrequirements.

Appears in 1 contract

Samples: Operating Agreement (Tele Communications Inc /Co/)

Unregistered Interests. Each Member and each Transferee of an Ownership Interest [a] acknowledges that the Ownership ---------------------- Interests are being offered and sold without registration under the The Securities Act of 1933, as amended, or under similar provisions provisions, of state law, [b] acknowledges represents and warrants that such Member or Transferee Person is fully aware of the economic risks of an investment in the Company, and that such risks must be borne accredited investor as defined for an indefinite period of timefederal securities laws purposes, [c] represents and warrants that such Member or Transferee it is acquiring an Ownership Interest for such Member’s or Transferee’s Person's own account, for investment, and with no view to the distribution of the Ownership Interest in violation of applicable securities lawsInterest, and [d] agrees not to the Transfer, or to attempt to Transfer, all or any part of its Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements and is otherwise permitted under this Agreementrequirements.

Appears in 1 contract

Samples: Operating Agreement (Isle of Capri Black Hawk Capital Corp)

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