Representations; Legend Sample Clauses
The 'Representations; Legend' clause serves to outline the specific statements of fact or assurances made by a party, and to require that certain documents or instruments bear a legend indicating their special status or restrictions. In practice, this clause may require a party to confirm that all information provided is accurate and complete, and that any securities or agreements subject to transfer restrictions are clearly marked with a legend to notify future holders. Its core function is to ensure transparency and compliance by making clear both the obligations of the parties and any limitations on the transfer or use of relevant documents or securities.
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Representations; Legend. (a) Each holder of an Interest hereby covenants and agrees with the Partnership for the benefit of the Partnership and all Limited Partners, that (1) he is not currently making a market in Interests and will not in the future make a market in Interests, (2) he will not Transfer his Interest or any portion of his Interest on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (3) in the event such regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of partnership interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, he will not Transfer any Interest or any portion of an Interest through a matching service that is not approved in advance by the Partners. Each Limited Partner further agrees that he will not Transfer any Interest or any portion of an Interest to any Person unless such Person agrees to be bound by this Agreement. The Partnership shall, from time to time, at the request of a Limited Partner consider whether to approve a matching service and shall notify all holders of Interests of any matching service that is so approved.
(b) Each Limited Partner hereby represents and warrants to the Partnership and each General Partner that such Limited Partner's acquisition of an Interest hereunder is made as principal for such Limited Partner's own account and not for resale or distribution of such Interests. Each Limited Partner further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the Certificate, or any other document or instrument evidencing ownership of Interests: THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE ILLINOIS SECURITIES LAW OF 1953, AS AMENDED, OR ANY SIMILAR STATE STATUTE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF THE LIMITED PARTNERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THIS AGREEMENT OF LIMITED PARTNERSHIP, AND THE EFFECTIVENESS OF ANY SUCH SALE OR ...
Representations; Legend. Each Member hereby agrees that the following legend may be placed upon any counterpart of this Agreement or any other document or instrument evidencing ownership of a Unit: THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH UNITS IS RESTRICTED PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S OPERATING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME. A UNIT MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNIT BY THE ISSUER FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH UNIT WILL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED TO THE EXTENT REQUIRED UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION WILL BE AVAILABLE.
Representations; Legend. Each Partner hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the Certificate, or any other document or instrument evidencing ownership of Interests: “Transfer of the Interests represented is restricted by the terms of a certain Agreement of Limited Partnership, dated May 1, 2002 among the Lone Star HMA, L.P. and its Partners, a copy of which is on file at the office of the Partnership.”
Representations; Legend. 19 9.9 Distributions and Allocations in Respect to Transferred Interests....
Representations; Legend. Each Member hereby agrees that the following legend may be placed upon any counterpart of this Agreement or any other document or instrument evidencing ownership of a Unit: THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH UNITS IS RESTRICTED PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S AMENDED AND RESTATED OPERATING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME. A UNIT MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNIT BY THE ISSUER FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH UNIT WILL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED TO THE EXTENT REQUIRED UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION WILL BE AVAILABLE. THE UNITS REPRESENTED BY THIS DOCUMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN A MASTER INVESTORS’ RIGHTS AGREEMENT DATED AS OF SEPTEMBER 23, 2013, AMENDED FROM TIME TO TIME A COPY OF WHICH WILL BE FURNISHED BY EVOLENT HEALTH LLC UPON REQUEST.
Representations; Legend. (a) Each Member hereby covenants and agrees with the Venture for the benefit of the Venture and both Members, that (i) it is not currently making a market in Interests and will not in the future make a market in Interests, (ii) it will not Transfer its Interests on an established securities market, a secondary market (or the substantial equivalent
Representations; Legend. 20 9.9 Distributions and Allocations in Respect to Transferred Interests........................................................ 20 9.10 Transfers by General Partner..................................... 21
Representations; Legend