No Securities. Such Member acknowledges and agrees that (i) the Private Owner Interest (and, indirectly, the Assets) is not intended to constitute and does not constitute a “security” within the meaning of the Securities Act, the Exchange Act, or any applicable federal or state securities Laws, (ii) no Private Owner Interest will be represented by any form of certificate or instrument, (iii) no Private Owner Interest will be redeemable, (iv) no Private Owner Interest is assignable or transferable except as expressly contemplated hereunder, (v) no inference that any of the LLC Interests or the Assets is a “security” under such federal or state securities Laws will be drawn from any of the certifications, representations or warranties made by any Person in this Agreement, (vi) it is not contemplated that any filing will be made with the Securities and Exchange Commission or pursuant to the “Blue Sky” or securities Laws of any jurisdiction, and (vii) if any of the LLC Interests or the Assets is deemed a security, such may not be resold or otherwise transferred by such Member except in accordance with any and all applicable securities and “Blue Sky” Laws.
Appears in 8 contracts
Samples: Private Owner Interest Sale and Assignment Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
