Common use of Unregistered Interests Clause in Contracts

Unregistered Interests. Each Member (a) acknowledges that the Membership Interests are not securities and, therefore have not been registered under The Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, (c) represents and warrants that the Membership Interest is being acquired for such Person’s own account, for investment, and with no view to the distribution of the Membership Interest, and (d) agrees not to sell or to offer to sell all or any part of its Membership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer is exempt from such registration requirements.

Appears in 5 contracts

Samples: Operating Agreement, Operating Agreement (Campus Crest Communities, Inc.), Operating Agreement (Campus Crest Communities, Inc.)

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Unregistered Interests. Each Member ([a) ] acknowledges that the Membership Ownership Interests are not securities and, therefore have not been registered being offered and sold without registration under The Securities Act of 1933, as amended, or under similar provisions of state law, ([b) ] represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, ([c) ] represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s 's own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and ([d) ] agrees not to sell Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 2 contracts

Samples: Operating Agreement (Grand Palais Riverboat Inc), Operating Agreement (Nevada Gold & Casinos Inc)

Unregistered Interests. Each Member (a) acknowledges that the Membership Ownership Interests are not securities and, therefore have not been registered being offered and sold without registration under The the Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, (c) represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s 's own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and (d) agrees not to sell Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 2 contracts

Samples: Operating Agreement (Lakes Gaming Inc), Operating Agreement (Lakes Gaming Inc)

Unregistered Interests. Each Member ([a) ] acknowledges that the Membership Ownership Interests are not securities and, therefore have not been registered being offered and sold without registration under The Securities Act of 1933, as amended, or under similar provisions of state law, ([b) ] represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, ([c) ] represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s 's own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and ([d) ] agrees not to sell Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the The Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 2 contracts

Samples: Operating Agreement (Casino America Inc), Operating Agreement (Nevada Gold & Casinos Inc)

Unregistered Interests. Each Member Purchaser (a) acknowledges that the Membership Interests are not securities and, therefore have not been registered under The Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants covenants that such Person is it will be an accredited investor as defined for federal securities laws purposespurposes at the time of each of the closings referenced herein, (c) represents and warrants that the Membership Interest is Interests are being acquired for such PersonPurchaser’s own account, for investment, and with no view to the distribution of the Membership InterestInterests, and (d) agrees not to sell or to offer to sell all or any part of its Membership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer is exempt from such registration requirements.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Campus Crest Communities, Inc.), Purchase and Sale Agreement (Campus Crest Communities, Inc.)

Unregistered Interests. Each Member (a) acknowledges that the Membership Ownership Interests are not securities and, therefore have not been registered being offered and sold without registration under The Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, (c) represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and (d) agrees not to sell Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 1 contract

Samples: Operating Agreement (Nevada Gold & Casinos Inc)

Unregistered Interests. Each Member ([a) ] acknowledges that the Membership Ownership Interests are not securities and, therefore have not been registered being offered and sold without registration under The the Securities Act of 1933, as amended, or under similar provisions of state law, ([b) ] represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, ([c) ] represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s 's own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and ([d) ] agrees not to sell Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the The Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 1 contract

Samples: Members Agreement (Nevada Gold & Casinos Inc)

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Unregistered Interests. Each Member (a) acknowledges that the Membership ---------------------- Ownership Interests are not securities and, therefore have not been registered being offered and sold without registration under The the Securities Act of 1933, as amended, 1933 or under similar provisions of state law, (b) represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, (c) represents and warrants that the Membership Ownership Interest is being acquired for such Person’s 's own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and (d) agrees not to sell or to offer to sell all or any part of its Membership Ownership Interest without registration under the Securities Act of 1933, as amended, 1933 and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Primestar Inc)

Unregistered Interests. Each Member ([a) ] acknowledges that the Membership Ownership ---------------------- Interests are not securities and, therefore have not been registered being offered and sold without registration under The the Securities Act of 1933, as amended, or under similar provisions of state law, ([b) ] represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, ([c) ] represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s 's own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and ([d) ] agrees not to sell Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the The Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 1 contract

Samples: Members Agreement (Isle of Capri Black Hawk Capital Corp)

Unregistered Interests. Each Member ([a) ] acknowledges that the Membership Ownership ---------------------- Interests are not securities and, therefore have not been registered being offered and sold without registration under The Securities Act of 1933, as amended, or under similar provisions provisions, of state law, ([b) ] represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, ([c) ] represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s 's own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and ([d) ] agrees not to sell the Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 1 contract

Samples: Operating Agreement (Isle of Capri Black Hawk Capital Corp)

Unregistered Interests. Each Member (a) acknowledges that the Membership Ownership Interests are not securities and, therefore have not been registered being offered and sold without registration under The the Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, (c) represents and warrants that the Membership it is acquiring an Ownership Interest is being acquired for such Person’s own account, for investment, and with no view to the distribution of the Membership Ownership Interest, and (d) agrees not to sell Transfer, or to offer attempt to sell Transfer, all or any part of its Membership Ownership Interest without registration under the The Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer Transfer is exempt from such registration requirements.

Appears in 1 contract

Samples: Members Agreement (Nevada Gold & Casinos Inc)

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