Common use of Unregistered Units Clause in Contracts

Unregistered Units. Element has been advised by the Company that (i) the Units have not been registered under the Securities Act or under state securities law and may not be resold or transferred unless registered or exempted from registration under the Securities Act and applicable state securities laws; (ii) the Company is under no obligation to effect any such registration with respect to the Units or to file for or comply with any exemption from registration (except as otherwise provided in the LLC Agreement or determined from time to time by the board of managers of the Company); (iii) Element must continue to bear the economic risk of its investment in the Units unless such Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iv) there is no established market for the Units and it is not anticipated that there will be any public market for the Units in the foreseeable future. (f)

Appears in 1 contract

Samples: Subscription Agreement

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Unregistered Units. Element has been advised by the Company that (i) the Units have not been registered under the Securities Act or under state securities law and may not be resold or transferred unless registered or exempted from registration under the Securities Act and applicable state securities laws; (ii) the Company is under no obligation to effect any such registration with respect to the Units or to file for or comply with any exemption from registration (except as otherwise provided in the LLC Agreement or determined from time to time by the board of managers of the Company); (iii) Element must continue to bear the economic risk of its investment in the Units unless such Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iv) there is no established market for the Units and it is not anticipated that there will be any public market for the Units in the foreseeable future. (f).

Appears in 1 contract

Samples: Subscription Agreement (Celadon Group Inc)

Unregistered Units. Element Celadon has been advised by the Company that (i) the Units have not been registered under the Securities Act or under state securities law and may not be resold or transferred unless registered or exempted from registration under the Securities Act and applicable state securities laws; (ii) the Company is under no obligation to effect any such registration with respect to the Units or to file for or comply with any exemption from registration (except as otherwise provided in the LLC Agreement or determined from time to time by the board of managers of the Company); (iii) Element Celadon must continue to bear the economic risk of its investment in the Units unless such Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iv) there is no established market for the Units and it is not anticipated that there will be any public market for the Units in the foreseeable future. (f)

Appears in 1 contract

Samples: Subscription Agreement

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Unregistered Units. Element Celadon has been advised by the Company that (i) the Units have not been registered under the Securities Act or under state securities law and may not be resold or transferred unless registered or exempted from registration under the Securities Act and applicable state securities laws; (ii) the Company is under no obligation to effect any such registration with respect to the Units or to file for or comply with any exemption from registration (except as otherwise provided in the LLC Agreement or determined from time to time by the board of managers of the Company); (iii) Element Celadon must continue to bear the economic risk of its investment in the Units unless such Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iv) there is no established market for the Units and it is not anticipated that there will be any public market for the Units in the foreseeable future. (f).

Appears in 1 contract

Samples: Subscription Agreement (Celadon Group Inc)

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