Restricted Interests. The Company hereby grants to the Executive, effective as of the date this Agreement is executed, member interests in Holdings (the "Restricted Interests"). The terms of the Restricted Interests shall be as set forth below:
Restricted Interests. Purchaser acknowledges that all interests issued as a result of the Offering will be restricted in compliance with the Securities Act of 1933, as amended, and Rules 144 and 506 promulgated thereunder, and the certificates issued, if any, will have the following legend printed on them: The interests represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold or transferred unless there is in effect with respect to said interests a registration statement pursuant to the Act and state securities laws, or unless the holder hereof shall have received a written opinion of counsel satisfactory to the holder and the corporation that such sale or transfer is exempt from the registration requirements of the Act and state securities laws.
Restricted Interests. Set forth on Schedule 1.3 is a listing of Assigned Contracts that are not assignable without the consent of any other Person (collectively, the “Restricted Interests”). If a written consent (“Restricted Interest Consent”) to the assignment of any Restricted Interest is not obtained prior to Closing, then this Agreement and related instruments of transfer will not constitute an assignment or transfer thereof; provided, however, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof and Seller, at its expense, shall use its commercially reasonable efforts to obtain any such Restricted Interest Consent promptly. If any such Restricted Interest Consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Restricted Interests in question so that Purchaser would not in effect acquire the benefit of all such rights, Purchaser shall not have any obligation or liability with respect to the Restricted Interests and such Restricted Interest shall constitute a Retained Liability.
Restricted Interests
