Common use of Certain Legal Requirements Clause in Contracts

Certain Legal Requirements. In the event that the consideration to be paid in exchange for Investor Units or Common Units in a Sale of the Company or a Proposed Transfer pursuant to Section 5(b) or Section 5(e) includes any securities, and the receipt thereof by an Investor or Common Unitholder would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale of the Company or the Proposed Transfer or (b) the provision to any Investor or Common Unitholder of any information regarding the Company, such securities or the issuer thereof, including by reason of the failure of one or more of such holders to be an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, such holder(s) shall not have the right to sell its Investor Units or Common Units in such proposed transaction. In such event, the Company or the Transferring Holder, as applicable, shall have the right, but not the obligation, to cause to be paid to such Investor or Common Unitholder in lieu thereof, against surrender of its Investor Units or Common Units which would have otherwise been sold in the proposed Sale of the Company or Proposed Transfer, an amount in cash equal to the fair market value of such securities as of the date such securities would have been issued in exchange for such securities.

Certain Legal Requirements. In the event that the consideration to be paid in exchange for Investor Units Shares or Common Units Other Shares in a Sale of the Company or a Proposed Transfer pursuant to Section 5(b) or Section 5(e5(c) includes any securities, and the receipt thereof by an Investor or Common Unitholder Other Stockholder would require under applicable law (ai) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale of the Company or the Proposed Transfer or (bii) the provision to any Investor or Common Unitholder Other Stockholder of any information regarding the Company, such securities or the issuer thereof, including by reason of the failure of one or more of such holders to be an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, such holder(s) shall not have the right to sell its Investor Units Shares or Common Units Other Shares in such proposed transaction. In such event, the Company or the Transferring Holder, as applicable, shall have the right, but not the obligation, to cause to be paid to such Investor or Common Unitholder Other Stockholder in lieu thereof, against surrender of its Investor Units Shares or Common Units Other Shares which would have otherwise been sold in the proposed Sale of the Company or Proposed Transfer, an amount in cash equal to the fair market value of such securities shares as of the date such securities would have been issued in exchange for such securitiesshares.