Nonaccredited Investors. At the Effective Time, by virtue of the Merger and without any action by any party, each share of common stock, $0.01 par value per share, of Company (the "COMPANY COMMON STOCK")held by Nonaccredited Investors that is issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and automatically converted into the right to receive in cash the Nonaccredited Investors' Closing Date Consideration Per Share Amount.
Nonaccredited Investors. Prior to the Closing, (i) MCI shall not take any action, including the granting of employee stock options, that could cause the number of MCI Shareholders who are not "accredited investors" pursuant to Regulation D promulgated under the Securities Act to increase to more than 35 prior to the Closing; and (ii) MCI shall arrange for the appointment of an investor representative meeting the requirements of Regulation D under the Securities Act.
Nonaccredited Investors. 27 SECTION 3.36
Nonaccredited Investors. To the best knowledge of ASBI, no ----------------------- more than thirty-five (35) of the ASBI shareholders will not qualify as "Accredited Investors" as such term is defined in Rule 501(a) of Regulation D of the 1933 Act.
Nonaccredited Investors. Prior to the Closing, (i) Concept shall not take any action, including the granting of employee stock options, that could cause the number of Concept Shareholders who are not "accredited investors" pursuant to Regulation D promulgated under the Securities Act to increase to more than 35 prior to the Closing; and (ii) Concept shall arrange for the appointment of an investor representative meeting the requirements of Regulation D under the Securities Act.
Nonaccredited Investors. If the Company has investors that fail to qualify as "accredited investors" as defined in Rule 501(a) promulgated under the Securities Act (the "Nonaccredited Stockholders"), (A) the portion of the Cash Company Consideration which each Nonaccredited Stockholder shall be entitled to receive shall equal (i) the Merger Consideration less the Company Indebtedness divided by (ii) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time multiplied by the aggregate number of shares of Company Common Stock held by the Nonaccredited Stockholder immediately prior to the Effective Time as set forth on Schedule 3.02 and (B) the Nonaccredited Stockholder shall not be entitled to receive any Stock Company Consideration. In connection with the IPO, such Nonaccredited Stockholders will be offered an opportunity to buy shares of RW Common Stock at the IPO Price. In addition, (A) the portion of the Cash Company Consideration which each remaining Stockholder (the "Accredited Stockholders") shall be entitled to receive shall equal (i) the Cash Company Consideration less the aggregate amount of the Merger Consideration paid to the Nonaccredited Stockholders (the "Remaining Cash Consideration") divided by (ii) the number of shares of Company Common Stock issued to the Accredited Stockholders and outstanding immediately prior to the Effective Time multiplied by (iii) the total number of shares of Company Common Stock held by the Accredited Stockholder immediately prior to the Effective Time as set forth on Schedule 3.02 and (B) the number of shares of Common Sock which each Accredited Stockholder shall be entitled to receive shall equal (i)(A) the Stock Company Consideration minus (B) the Company Indebtedness divided by the IPO Price, divided by (ii) the number of shares of Company Common Stock issued to the Accredited Stockholders and outstanding immediately prior to the Effective Time multiplied by (iii) the total number of shares of Company Common Stock held by the Accredited Stockholder immediately prior to the Effective Time as set forth on Schedule 3.02 divided by (iv) the IPO Price.
