Common use of No Transfers Unless Registered or Exempt Clause in Contracts

No Transfers Unless Registered or Exempt. Manager understands that Manager may not transfer any Shares unless such Shares are registered under the Securities Act and qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Manager understands that only the Company may file a registration statement with the Securities and Exchange Commission (the "SEC") and that the Company is under no obligation to do so with respect to the Shares. Manager has also been advised that exemptions from registration and qualification may not be available or may not permit Manager to transfer all or any of the Shares in the amounts or at the times proposed by Manager.