Common use of No Transfers to Bad Actors Clause in Contracts

No Transfers to Bad Actors. The Purchaser agrees not to sell, assign, transfer, pledge, encumber or otherwise dispose of any securities of the Company, or any beneficial interest therein, to any person (other than the Company) unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Bad Actor Disqualifications”), except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company. The Purchaser will promptly notify the Company in writing if the Purchaser or, to the Purchaser’s knowledge, any person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification.

No Transfers to Bad Actors. The Purchaser agrees not to sellNo Holder shall, assigndirectly or indirectly, transfer, pledge, encumber or otherwise dispose of Transfer any securities of the Company, or any beneficial interest therein, Lock-Up Securities to any person Person (other than the Company) unless and until the proposed transferee confirms to the reasonable satisfaction of the Company Company, which shall not be unreasonably withheld, that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members members, nor any person Person that would be deemed a beneficial owner of those securities Lock-Up Securities (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “"bad actor” " disqualifications described in Rule 506(d)(1)(i506(d)(l)(i) through (viii) under the Securities Act (“Bad Actor Disqualifications”), except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transferTransfer, in writing in reasonable detail to the Company. The Purchaser Each Holder will promptly notify the Company in writing if the Purchaser Holder or, to the PurchaserHolder’s knowledge, any person Person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification.

No Transfers to Bad Actors. The Purchaser agrees not to sellNo Holder shall, assigndirectly or indirectly, transfer, pledge, encumber or otherwise dispose of Transfer any securities of the Company, or any beneficial interest therein, Company Securities to any person Person (other than the Company) unless and until the proposed transferee confirms to the reasonable satisfaction of the Company Company, which shall not be unreasonably withheld, that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members members, nor any person Person that would be deemed a beneficial owner of those securities Company Securities (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i506(d)(l)(i) through (viii) under the Securities Act (“Bad Actor Disqualifications”), except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transferTransfer, in writing in reasonable detail to the Company. The Purchaser Each Holder will promptly notify the Company in writing if the Purchaser Holder or, to the PurchaserHolder’s knowledge, any person Person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification.