Exemption from Securities Registration Clause Samples

Exemption from Securities Registration. Assuming the accuracy of the representations of the Lenders in Section 9.18 of this Agreement on the date hereof, on the Restatement Effective Date and the date(s) of the issuance of any shares of the Borrower’s common stock pursuant to Sections 2.6(b) or 2.7(a) hereof, the offer and issuance of the Securities to Lenders hereunder (assuming no change in applicable law prior to the date the such Securities are issued), are and will be exempt from the registration and prospectus delivery requirements of the Securities Act and have been or will be registered or qualified (or are or will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Borrower, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities to the Lenders. Other than material filed by the Borrower with the SEC, the Borrower has not distributed and will not distribute prior to the Restatement Effective Date any offering material in connection with the issuance of the Securities to the Lenders. The Borrower has not taken any action to sell, offer for sale or solicit offers to buy any securities of the Borrower that would bring the issuance of shares of the Securities to the Lenders within the provisions of Section 5 of the Securities Act, unless such offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act.

Exemption from Securities Registration. Buyer shall cause the issuance of the shares of Buyer Common Stock to the Reg D Holders under Article 3 of this Agreement to be exempt from registration under Section 4(2) of, and Regulation D promulgated under, the Securities Act, including, but not limited to, by providing all information that must be included in the Proxy Statement under Rule 506 of Regulation D. Seller shall cooperate with Buyer in connection therewith.

Exemption from Securities Registration. Each Member represents and warrants to the Manager and to the Company that: (a) Such Member has the power and authority to execute and comply with the terms and provisions hereof. (b) Each Member understands that its Membership Interests have not been registered under the Securities Act of 1933, as amended, or the securities or similar laws of any state, and are offered in reliance on exemptions therefrom. (c) Each Member understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the Membership Interests as an investment or passed on the accuracy or adequacy of the information set forth in any Company documents. (d) Such Member’s Membership Interest in the Company, has been or will be acquired solely by and for the account of such Member for investment purposes only and is not being purchased for subdivision, fractionalization, resale or distribution; such Member has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person or anyone else; such Member’s interest in the Company (or any portion thereof); and such Member has no present plans or intentions to enter into any such contract, undertaking or arrangement. (e) Such Member’s Membership Interest in the Company has not and will not be registered under the Federal Securities Act of 1933, as amended, or the securities laws of any state, and cannot be sold or transferred without compliance with the registration provisions of said Federal Securities Act of 1933, as amended, and the applicable state securities laws, or compliance with exemptions, if any, available thereunder. Such Member understands that neither the Company nor the Manager have any obligation or intention to register the Company interests under any Federal or state securities act or law, or to file the reports to make public the information required by Rule 144 under the Securities Act of 1933, as amended. (f) Such Member expressly represents that (A) it has such knowledge and experience in financial and business matters in general, and in investments of the type to be made by the Company in particular; (B) it is capable of evaluating the merits and risks of an investment in the Company; (C) its financial condition is such that it has no need for liquidity with respect to its investment in the Company to satisfy any existing or contemplated undertaking or indebtedness; (D) it is able to bear the...