Common use of Certain Legal Requirements Clause in Contracts

Certain Legal Requirements. In the event the receipt of securities to be received in exchange for, or upon conversion of, Shares in a proposed Recapitalization Transaction pursuant to Section 4.3 by a Stockholder 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 Recapitalization Transaction or (b) the provision to any Stockholder of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Recapitalization Transaction by the Company, then, at the election of the Requisite Principal Investors, such Stockholder shall not have the right to exchange or convert Shares in such proposed Recapitalization Transaction. In such event, the Company shall have the obligation to cause to be paid to such Stockholder in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.5 hereof) which would have otherwise been exchanged or converted by such Stockholder in the Recapitalization Transaction, an amount in cash equal to the Fair Market Value of such Shares as of the effective date of the Recapitalization Transaction.

Certain Legal Requirements. In the event If the receipt of securities to be received in exchange for, or upon conversion of, Shares in a proposed Recapitalization Transaction pursuant to Section 4.3 4.4 by a any Stockholder 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 Recapitalization Transaction or (b) the provision to any Stockholder of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof thereof, in each case that is not otherwise required to be provided for the Recapitalization Transaction by the CompanyTransaction, then, at the election of the a Requisite Principal InvestorsCapital IV Majority, such Stockholder shall not have the right to exchange or convert Shares in such proposed Recapitalization Transaction. In such event, the Company shall will have the obligation right, but not the obligation, to cause to be paid to such Stockholder in lieu thereofof such securities, against the surrender of the Shares (in accordance with Section 4.3.5 hereof4.4.6) which that would have otherwise been exchanged or converted by such Stockholder in the Recapitalization Transaction, an amount in cash equal to the Fair Market Value fair market value of such Shares as of the effective date of the Recapitalization Transaction, as determined in good faith by the Board.

Certain Legal Requirements. In the event If the receipt of securities to be received in exchange for, or upon conversion of, Shares in a proposed Recapitalization Transaction pursuant to Section 4.3 8.4 by a Stockholder Purchaser would require under applicable law (a) the registration or qualification of such securities or of any Person Purchaser as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Recapitalization Transaction or (b) the provision to any Stockholder Purchaser of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof thereof, in each case that is not otherwise required to be provided for the Recapitalization Transaction by the CompanyTransaction, then, at the election of the a Requisite Principal InvestorsCapital IV Majority, such Stockholder Purchaser shall not have the right to exchange or convert Purchased Shares in such proposed Recapitalization Transaction. In such event, the Company shall will have the obligation right, but not the obligation, to cause to be paid to such Stockholder Purchaser in lieu thereofof such securities, against the surrender of the Purchased Shares (in accordance with Section 4.3.5 hereof8.4.4) which that would have otherwise been exchanged or converted by such Stockholder Purchaser in the Recapitalization Transaction, an amount in cash equal to the Fair Market Value fair market value of such Purchased Shares as of the effective date of the Recapitalization Transaction, as determined in good faith by the Board.