Non-Registration. The Buyer understands and agrees that the Membership Interests are not registered under the Securities Act of 1933, as amended (the “Securities Act”), nor the securities laws of any state, and, accordingly, the Membership Interests may not be offered, sold, pledged, hypothecated or otherwise transferred or disposed of in the absence of registration or the availability of an exemption from registration under the Securities Act and any applicable state securities laws.
Appears in 3 contracts
Samples: Membership Interests Purchase Agreement (Jacobs Entertainment Inc), Membership Interests Purchase Agreement (Jacobs Entertainment Inc), Membership Interests Purchase Agreement (Colonial Downs, LLC)
Non-Registration. The Buyer understands and agrees that the Membership Interests are not registered under the Securities Act of 1933, as amended (the “Securities Act”), nor the securities laws of any state, and, accordingly, the Membership Interests may not be offered, sold, pledged, hypothecated or otherwise transferred or disposed of in the absence of registration or the availability of an exemption from registration under the Securities Act and any applicable state securities laws.
Appears in 3 contracts
Samples: Membership Interests Purchase Agreement (Jacobs Entertainment Inc), Membership Interests Purchase Agreement (Jacobs Entertainment Inc), Membership Interests Purchase Agreement (Jacobs Entertainment Inc)
Non-Registration. The Buyer understands and agrees Member acknowledges that the Membership Interests are have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), nor the or any state securities laws of any statelaws, and, accordingly, the Membership Interests and may not be offered, sold, pledged, hypothecated resold or otherwise transferred or disposed of in Transferred by the absence of Member without appropriate registration or the availability of an exemption from such registration requirements. Each of the Members agrees that it is an "accredited investor", within the meaning the meaning of Rule 501 promulgated under the Securities Act and any applicable state securities lawsAct.
Appears in 1 contract
Samples: Operating Agreement (Direct Capital Investments Ltd.)