Blocker Sale. Immediately prior to the Merger, the stock of Insight Beatport Cayman Blocker, Inc. (“Blocker”), a Delaware corporation which owns, as its sole assets, Membership Interests in the Company, shall be sold to Parent by Insight Venture Partners (Cayman) V, L.P., the sole stockholder of Blocker (“IVP Cayman”) in exchange for the right to receive (a) the Blocker Cash Consideration, (b) the Blocker Stock Consideration and (c) the portion of the Subsequent Consideration, if any, that becomes payable to IVP Cayman as calculated in accordance with the methodology set forth on Exhibit C (the “Blocker Sale”); provided, however, that, at the closing of the Blocker Sale, Parent shall (i) deliver to the Sellers’ Representative, by wire transfer of immediately available funds to an account specified by the Sellers’ Representative to Parent prior to the Closing, an amount in cash equal to the Blocker Cash Consideration for distribution by the Sellers’ Representative pursuant to Section 2.4, (ii) deposit the applicable portion of the Blocker Stock Consideration into the Stock Escrow Account and (iii) deposit the applicable portion of the Blocker Stock Consideration allocable to Blocker’s portion of the Indemnity Escrow Shares into the Indemnity Escrow Account. For all purposes hereunder (other than Section 2.2, Section 3.1 and Section 3.3), IVP Cayman shall be deemed a “Seller” hereunder, and shall have all of the rights and obligations of a Seller hereunder (except pursuant to Section 2.2, Section 3.1 and Section 3.3). Each of Buyer and Parent (on behalf of itself and on behalf of the Blocker following the closing of the Blocker Sale) hereby waives any and all rights to receive any payments in respect of the Membership Interest transferred in connection with the Blocker Sale. The Company hereby waives any and all of its rights, including any right of first refusal and notices related thereto, that may be applicable to the Blocker Sale under the Company’s Organizational Documents.
Blocker Sale. Notwithstanding anything to the contrary in the Agreement, in no event shall any Lender Party be entitled to receive, or shall be deemed to receive, after the occurrence and continuation of any Event of Default that has not been waived, any Collateral Shares in connection with the transaction contemplated herein if, immediately upon giving effect to such receipt of such Collateral Shares, (i) such Lender Party’s Beneficial Ownership would be equal to or greater than 7.5% of the outstanding Underlying Equity, (ii) such Lender Party, or any “affiliate” or “associate” of such Lender Party, would be an “interested stockholder” of Borrower, as all such terms are defined in Section 203 of the Delaware General Corporation Law or (iii) such Lender Party, Lender Party Group (as defined below) or any person whose ownership position would be aggregated with that of such Lender Party or Lender Party Group (such Lender Party, Lender Party Group or any such person, a “Lender Person”) under any federal, state or local laws, regulations, regulatory orders or organizational documents or contracts of Issuer that are, in each case, applicable to ownership of the Underlying Equity (“Applicable Laws”), owns, beneficially owns, constructively owns, controls (other than solely for perfection purposes, “control” within the meaning of UCC Articles 8 and 9), holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Underlying Equity equal to (x) the number of Underlying Equity that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Lender Person, or could result in an adverse effect on a Lender Person, under Applicable Laws, as determined by such Lender Person in its reasonable discretion, and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the Constitutive Documents of Issuer or any contract or agreement to which Issuer is a party, in each case minus (y) 1% of the number of Underlying Equity of Issuer outstanding on the date of determination (each of clause (i), (ii) and (iii) above, an “Ownership Limitation”). If any delivery owed to a Lender Party hereunder is not made, in whole or in part, as a result of an Ownership Limitation, such Lender Party’s right to receive such delivery shall not be extinguished and, pursuant to the Con...
Blocker Sale
