Securities Law Status. Holder, by acceptance of this Option, acknowledges that the Restricted Shares have not been registered under the Securities Act of 1933, are “restricted securities” under the Securities Act of 1933 and shall bear a customary securities-law restrictive legend, and cannot be transferred by Holder except upon registration thereof under the Securities Act of 1933 or an exemption from such registration.
Securities Law Status. The Institution is an organization organized and operated:
Securities Law Status. Customer represents and warrants that (i) Customer is a pooled investment vehicle; (ii) Customer is exempt from, or not subject to, the ’40 Act pursuant to Section(s) (legal citation) of the ’40 Act, without reference to or reliance upon ’40 Act Sections 3(c)(3) or 3(c)(11); (iii) any interest in Customer is exempt from, or not subject to, the Securities Act of 1933, as amended, (“’33 Act”) pursuant to Section(s) (legal citation) of the ’33 Act, without reference to or reliance upon ’33 Act Section 3(a)(2)’s references to “common trust fund or similar fund” or “collective trust fund”; and (iv) Customer is not a collective investment fund authorized under 12 CFR 9.18.
Securities Law Status. (1) Assignee is acquiring the Transferred Interest for its own account with the present intention of holding such securities for purposes of investment, and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws; (2) Assignee understands that the Transferred Interest will not be registered under the Securities Act or other applicable federal or state, domestic or foreign securities laws and must be held indefinitely unless subsequently registered under the Securities Act and any other applicable federal or state, domestic or foreign securities laws or unless an exemption from such registration becomes or is available; (3) Assignee acknowledges and understands that no federal or state agency has passed upon the Transferred Interests or made any finding or determination as to the fairness of the terms of its investment; (4) Assignee is an “accredited investor”, as defined under Rule 501(a) promulgated under the Securities Act; (5) Assignee has received and reviewed all information necessary to make an investment decision with respect to the Transferred Interest; (6) Assignee acknowledges that there are restrictions on the Transfer of the Transferred Interest under the LLP Agreement; (7) Assignee has read and is familiar with the LLP Agreement and hereby assumes all duties and obligations of Assignor as a Substituted Member with respect to the Transferred Interest; (8) Assignee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Transferred Interest; (9) Assignee is able to bear the risk of an investment in the Transferred Interest, has the capacity to protect its own interests in connection with the Transferred Interest and can afford the complete loss of an investment in the Transferred Interest and (10) Assignee is aware that there is no established market for the Interests and no guarantee that a market for the Transferred Interest will develop or, if a market develops, that it will provide adequate liquidity.
Securities Law Status. The Institution covenants that (i) the Facility shall be operated (y) exclusively for civic or charitable purposes and (z) not for pecuniary profit, all within the meaning, respectively, of the Securities Act and of the Securities Exchange Act, (ii) no part of the net earnings of the Institution shall inure to the benefit of any person, private stockholder or individual, all within the meanings, respectively, of the Securities Act and of the Securities Exchange Act, and (iii) it shall not perform any act nor enter into any agreement which shall change such status as set forth in this Section.
