Non-Accredited Investors. ❑ The undersigned cannot make any of the foregoing representations and is therefore not an accredited investor.
Non-Accredited Investors. ❑ The undersigned cannot make any of the foregoing representations and is therefore not an accredited investor; that the information regarding my income, networth and outside investments provided to the portal are true and correct.
Non-Accredited Investors. Notwithstanding anything herein to the contrary, with the approval of the Company Stockholder Representative (not to be unreasonably withheld, conditioned or delayed), Buyer may elect to pay to any Company Stockholder that Buyer determines is not, or may not be, an Accredited Investor, in lieu of the Share Consideration that such Company Stockholder would have otherwise been entitled to receive, cash in an amount, determined based on the Buyer Share Price, equal to the dollar value of such Share Consideration.
Non-Accredited Investors. Notwithstanding anything to the contrary in this Article V, if the consideration received in connection with the Drag-Along Transaction includes securities (“Restricted Securities”) with respect to which no registration statement covering the issuance of such securities has been declared effective under the Securities Act, then, if the Holder is not then an Accredited Investor (without regard to Rule 501(a)(4) under the Securities Act), the Holder may be required, at the request and election of the Selling Partners, to (A) appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Selling Partners or (B) accept cash in lieu of any Restricted Securities such non-Accredited Holder would otherwise receive in an amount equal to the fair market value of such securities, as determined by the General Partner.
Non-Accredited Investors. Notwithstanding anything to the contrary in this Section 6.4, if the consideration proposed to be paid to the holders of Membership Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of those securities has been declared effective under the Securities Act, then each of the holders of Membership Interests that is not then an Accredited Investor may be required (notwithstanding Section 6.4(c)(i)) at the request and election of the Initiating Member, to (i) at the cost of the Company, appoint a “purchaser representative” (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such requesting holders; or (ii) accept cash in lieu of any securities that non-Accredited Investor would otherwise receive in an amount equal to the fair market value of those securities as determined in the manner set forth in Section 6.7(b).
Non-Accredited Investors. Notwithstanding anything to the contrary in this Section 6.5, if the consideration proposed to be paid by the Tag-Along Transferee in a Tag-Along Sale includes securities with respect to which no registration statement covering the issuance of any such securities has been declared effective under the Securities Act, then each holder of Units participating in the Tag-Along Sale that is not then an Accredited Investor may be required, at the request and election of the Transferor, to (i) at the cost of the Company, appoint a “purchaser representative” (as that term is defined in Rule 501 under the Securities Act) reasonably acceptable to that Transferor; or (ii) agree to accept cash in lieu of any securities that holder would otherwise receive in an amount equal to the fair market value of those securities, as determined by the Board in its good faith reasonable judgment; provided, however, upon written request the Board shall provide any holder of Membership Interests all information reasonably related to the Board’s determination of fair market value.
Non-Accredited Investors. Notwithstanding anything to the contrary in this Section 6.6, if the Internal Restructure involves the issuance of any stock or other security in a transaction not involving a Public Offering and any Member otherwise entitled to receive securities in that Internal Restructure in exchange for the Units held thereby and that Member is not an Accredited Investor, then the Company may require each Member that is not an Accredited Investor (i) to receive solely cash in that transaction; (ii) to otherwise be cashed out (by redemption, retirement or otherwise) by the Company or any other Member prior to the consummation of that restructure; and/or (iii) to appoint a “purchaser representative” (as contemplated by Rule 506 of Regulation D of the Securities Act) selected by the Company with the intent being that any such Member that is not an Accredited Investor receive substantially the same value in cash that any such Member would have otherwise received in securities had any Member been an Accredited Investor.
Non-Accredited Investors. Notwithstanding anything to the contrary in this Agreement, unless otherwise determined by Buyer, any Partial Rollover Holder who, as of Closing, is not an “accredited investor” within the meaning of Regulation D of the Securities Act (a “Non-Accredited Investor”), shall not be entitled to make a Rollover Election (and any purported election by a Partial Rollover Holder who is a Non-Accredited Investor shall be disregarded and such Non-Accredited Investor shall receive such Partial Rollover Holder’s Per Holder Company Holder Buyer Equity Consideration in cash, regardless of such Partial Rollover Holder’s Rollover Election (the “Non-Accredited Investor Adjustment”); provided that any Partial Rollover Holder for which the Company provides, no later than three (3) Business Days prior to the Closing, (i) reasonable evidence that such Partial Rollover Holder has gross income from the Company Entities in each of the two prior years in excess of $200,000 or holds Company Units that will be converted into the right to receive cash or Buyer Units with an aggregate value equal to or greater than $1,000,000 or (ii) a net worth statement showing a net worth in excess of $1,000,000, shall be deemed to be an “accredited investor” regardless of any failure of such Partial Rollover Holder to certify as to accredited investor status.
Non-Accredited Investors. Prior to the Closing Date, the Company or the Management Shareholders will purchase or will cause to be purchased by other Accredited Investors, the Company Common Stock owned by any Non-Accredited Investors after providing such Non-Accredited Investors with appropriate information reasonably satisfactory in form and substance to Purchaser.
Non-Accredited Investors. Notwithstanding anything to the contrary in this Agreement, any record holder of a Company Stock Certificate at the Effective Time that is unable to deliver an accredited investor certificate certifying such record holder’s status as an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act) may receive, at Parent’s election, cash instead of Exchange Shares, in an amount to be determined in good faith by the board of directors of Parent, upon payment of which the shares of Parent Common Stock otherwise deliverable to such holder will be returned by the Exchange Agent to Parent and canceled.
