Compliance with Securities Act of 1933. No Member’s Units have been registered under the ’33 Act in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no Units of a Member may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the ’33 Act and is in compliance with all applicable federal and state securities laws and regulations. The Executive Committee may, in its sole discretion, waive the requirements of this section with respect to the transfer of any Units, but any such waiver will not constitute a waiver of any subsequent transfer of such interest or the transfer of any other Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (American Railcar Industries, Inc./De)
Compliance with Securities Act of 1933. No Member’s Units have been registered under the ’33 1933 Act in reliance upon the exemption provided in Section 4(2) of such actthe 1933 Act. Notwithstanding any other provisions in this Agreement, no Units of a Member may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the ’33 1933 Act and is in compliance with all applicable federal and state securities laws and regulations. The Executive Committee may, in its sole discretion, waive the requirements of this section with respect to the transfer of any Units, but any such waiver will not constitute a waiver of any subsequent transfer of such interest or the transfer of any other Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (American Railcar Industries, Inc./De)
Compliance with Securities Act of 1933. No Member’s Units have been registered under the ’33 Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no Units of a Member may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the ’33 Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations. The Executive Committee may, in its sole discretion, waive the requirements of this section with respect to the transfer of any Units, but any such waiver will not constitute a waiver of any subsequent transfer of such interest or the transfer of any other Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (American Railcar Industries, Inc.)
Compliance with Securities Act of 1933. No Member’s Units have been registered under the ’33 Securities Act of 1933, in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no Units of a Member may be offered for sale, sold, transferred or otherwise disposed of not Transfer its Units unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer Transfer is exempt from registration under the ’33 Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations. The Executive Committee Board of Managers may, in its sole discretion, waive the requirements of this section with respect to the transfer Transfer of any Units, but any such waiver will not constitute a waiver of any subsequent transfer Transfer of such interest or the transfer Transfer of any other Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Advanced Drainage Systems, Inc.)