Common use of Federal and State Securities Laws Clause in Contracts

Federal and State Securities Laws. Assuming federal and state securities laws apply to the interests described herein, the Member acknowledges that the Units have not been registered under the Securities Act or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such laws, may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements. In this connection, the Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (pdvWireless, Inc.), Limited Liability Company Agreement (Theravance Inc), Limited Liability Company Agreement (Theravance Biopharma, Inc.)

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Federal and State Securities Laws. Assuming If federal and state --------------------------------- securities laws apply to the interests described hereinMembership Interests, the such Member acknowledges that the Units Membership Interests have not been registered under the Securities Act or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, and under such laws, may not be resold or transferred by the such Member without appropriate registration or the availability of an exemption from such requirements. In this connection, the such Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Appears in 2 contracts

Samples: LLC Operating Agreement (Exelixis Inc), LLC Operating Agreement (Exelixis Inc)

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Federal and State Securities Laws. Assuming If federal and state securities --------------------------------- laws apply to the interests described hereinMembership Interests, the such Member acknowledges that the Units Membership Interests have not been registered under the Securities Act or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, and under such laws, may not be resold or transferred by the such Member without appropriate registration or the availability of an exemption from such requirements. In this connection, the such Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Appears in 1 contract

Samples: Operating Agreement (Embarcadero Technologies Inc)

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