Securities Law Limitations Clause Samples

Securities Law Limitations. Notwithstanding anything in this Agreement, no Membership Interests may be Transferred except as permitted under the Securities Act and applicable state securities laws or exemption therefrom. Further, no Transfer of any Membership Interests or portions thereof shall be permitted without the Member first having presented to the Company or its counsel both (a) a written opinion of securities counsel, retained and compensated by the Member but reasonably satisfactory to counsel for the Company, describing the proposed Transfer and stating such counsel’s opinion that the Transfer will not violate any of the registration provisions of the Securities Act, any applicable state securities law or the respective rules thereunder, and (b) such additional documents or written assurances as the Company may reasonably request to support the Member’s request for Transfer.

Securities Law Limitations. Neither this Option nor the Option -------------------------- Shares have been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under any blue sky or other state securities laws. The Optionee therefore represents and agrees that: (a) the Option shall not be exercisable unless the purchase of Option Shares upon the exercise of the Option is pursuant to an applicable effective registration statement under the 1933 Act, or unless in the opinion of counsel for the Company, the proposed purchase of such Option Shares would be exempt from the registration requirements of the 1933 Act, and from the qualification requirements of any state securities laws; (b) upon exercise of the Option, it will acquire the Option Shares for its own account for investment and not with any intent or view to any distribution, resale or other disposition of the Option Shares; and (c) it will not sell or transfer the Option or the Option Shares, unless the Option or the Option Shares, as applicable, are registered under the 1933 Act, except in an transaction that is exempt from registration under the 1933 Act, and each certificate issued to represent any of the Option Shares shall bear a legend calling attention to the foregoing restrictions and agreements. The Company may require as a condition of the exercise of the Option, that the Optionee sign such further representations and agreements as it reasonably determines to be necessary or appropriate to assure and to evidence compliance with the requirements of the 1933 Act. Legends evidencing such restrictions may be placed on the certificates evidencing the Stock.