Common use of Representations Regarding Transfers; Legend Clause in Contracts

Representations Regarding Transfers; Legend. Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of a Membership Interest hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest. Each Member further hereby agrees that the following legends may be placed upon any counterpart of this Agreement, the Certificate of Formation, or any other document or instrument evidencing ownership of a Membership Interest: The Membership Interest represented by this document has not been registered under any securities laws and the transferability of such Membership Interest is restricted. Such Membership Interest may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest by the issuer for any purposes, unless (1) a registration statement under the United States Securities Act of 1933, as amended, with respect to such Membership Interest shall then be in effect and such transfer has been qualified under all applicable state securities laws or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company; and The Membership Interest represented by this document is subject to, and is transferable only upon compliance with, the provisions of a limited liability company agreement, dated as of April 9, 2009. A copy of the above-referenced agreement is on file at the principal office of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Norfolk Southern Corp)

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Representations Regarding Transfers; Legend. Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of a Membership Interest hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest. Each Member further hereby agrees that the following legends may be placed upon any counterpart of this Agreement, the Certificate of Formation, or any other document or instrument evidencing ownership of a Membership Interest: The Membership Interest represented by this document has not been registered under any securities laws and the transferability of such Membership Interest is restricted. Such Membership Interest may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest by the issuer for any purposes, unless (1) a registration statement under the United States Securities Act of 1933, as amended, with respect to such Membership Interest shall then be in effect and such transfer has been qualified under all applicable state securities laws or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company; and The Membership Interest represented by this document is subject to, and is transferable only upon compliance with, the provisions of a limited liability company agreement, dated as of April 9May 1, 20092006. A copy of the above-referenced agreement is on file at the principal office of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Kansas City Southern)

Representations Regarding Transfers; Legend. (a) Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of a Membership Interest hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement, the Certificate of FormationCertificate, or any other document or instrument evidencing ownership of a Membership InterestInterests: The Company Membership Interest Interests represented by this document has have not been registered under any securities laws and the transferability of such Membership Interest is Interests are restricted. Such Membership Interest Interests may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest by the issuer Company for any purposes, unless (1) a registration statement under the United States Securities Act of 1933, as amended, with respect to such Membership Interest shall then be in effect and such transfer has been qualified under all applicable state securities laws laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company; and . The Membership Interest Interests represented by this document is are subject toto further restriction as to their sale, transfer, hypothecation, or assignment as set forth in this Agreement and is transferable only upon compliance withagreed to by each Member. Said restriction provides, among other things, that no Membership Interest may be transferred without first offering such Membership Interest to the provisions of a limited liability company agreement, dated as of April 9, 2009. A copy of the above-referenced agreement is on file at the principal office of the Companyother Members.

Appears in 1 contract

Samples: Operating Agreement (Paula Financial)

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Representations Regarding Transfers; Legend. Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of a Membership Interest hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest. Each Member further hereby agrees that the following legends may be placed upon any counterpart of this Agreement, the Certificate of Formation, or any other document or instrument evidencing ownership of a Membership Interest: The Membership Interest represented by this document has not been registered under any securities laws and the transferability of such Membership Interest is restricted. Such Membership Interest may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest by the issuer for any purposes, unless (1) a registration statement under the United States Securities Act of 1933, as amended, with respect to such Membership Interest shall then be in effect and such transfer has been qualified under all applicable state securities laws or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company; and The Membership Interest represented by this document is subject to, and is transferable only upon compliance with, the provisions of a limited liability company agreement, dated as of April 9May 1, 20092006. A copy of the above-referenced agreement is on file at the principal office of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Norfolk Southern Corp)

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