Common use of No Disqualifying Event Clause in Contracts

No Disqualifying Event. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

No Disqualifying Event. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company Buyer or, to the CompanyBuyer’s knowledge, any Company Buyer Covered Person (as defined below)Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii-–iv) or (d)(3), ) is applicable. For purposes of this Agreement “Company Buyer Covered Person” means, with respect to the Company Buyer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person person listed in the first paragraph of Rule 506(d)(1).