Unaccredited Investors. (i) Notwithstanding anything to the contrary in this Section 1.3 or otherwise in this Agreement, in no event shall Parent be required to issue any shares of Parent Class A Common Stock to any Person (i) that does not provide duly completed and executed Investor Suitability Documentation, or (ii) that Parent has determined prior to the Closing, in its sole discretion, is an Unaccredited Investor. To the extent such Investor Suitability Documentation is not provided or Parent has made such determination regarding Unaccredited Investor status, Parent shall inform the Company of such determination prior to the Closing and the Company shall indicate on the Payment Spreadsheet that such Person has not provided the Investor Suitability Documentation or is an Unaccredited Investor.
(ii) To the extent any such Person would otherwise have been entitled to be issued shares of Parent Class A Common Stock as consideration or otherwise under this Agreement or any Related Agreement in connection with the First Merger, including without limitation any Per Share Common Stock Consideration, Adjustment Consideration, Per Share Series B Liquidation Stock Consideration, or Per Share Series C Liquidation Stock Consideration issuable pursuant to Section 1.3(b)(i), Parent shall be entitled, in its sole discretion, to pay such amounts in cash, rather than issuing shares of Parent Class A Common Stock, with the amount of cash payable equal to the value of the shares of Parent Class A Common Stock (having a value per share equal to the Parent Trading Price) that would have otherwise been issuable had such Person provided the Investor Suitability Documentation and been determined to be an Accredited Investor (a “Cash-out Election”). Parent shall also be entitled to a Cash-out Election to the extent necessary to reduce the amount of Parent Class A Common Stock receivable by any particular Person and its Affiliates to be below 1% of the outstanding number of Parent Class A Common Stock.
(iii) In the event of a Cash-out Election, the Per Share Common Cash Consideration, Adjustment Consideration, the Per Share Series B Liquidation Cash Consideration and the Per Share Series C Liquidation Cash Consideration shall be equitably adjusted downwards, and the Per Share Common Stock Consideration, the Adjustment Consideration, Per Share Series B Liquidation Stock Consideration and Per Share Series C Liquidation Stock Consideration shall be respectively and equitably adjusted upwards (at a value ...
Unaccredited Investors. Notwithstanding any provisions of this Agreement to the contrary, in the event Parent believes in its reasonable discretion that an Equityholder is not an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, Parent may determine in its discretion, to be exercised in good faith, to pay (and in such case Sorrento shall pay or cause to be paid) the portion of the Merger Consideration that would otherwise be due under this Agreement to such Equityholder (or, in the case of contributions to or distributions from the General Escrow Fund, be contributed on such Equityholder’s behalf or released to such Equityholder) in the form of cash only, and not in the form of Parent Shares, with the amount of cash to be paid in lieu of any such Parent Shares or deposited with the Escrow Agent pursuant to Section 1.10 with respect thereto to be calculated based on the Parent Stock Price.
Unaccredited Investors. The Subscription Agreements delivered pursuant to Sections 5.3 and 6.6 shall indicate that no more than 35 of the stockholders of MEDMarket are "unaccredited investors," as defined by Rule 501 under the Securities Act.
Unaccredited Investors. The Prospective Offeree Questionnaires delivered pursuant to Section 6.5 shall indicate that no more than 35 of the stockholders of Pinnacle are "unaccredited investors," as defined by Rule 501 under the Securities Act.
Unaccredited Investors. If Parent determines, in its sole discretion, after review of the accredited investor questionnaire provided by any Seller in such Seller’s Letter of Transmittal, that such Seller is not an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or is otherwise unsuitable to receive Parent Common Stock pursuant to this Agreement, then Parent shall be entitled to pay the Exchange Agent, for further payment to such Seller, an amount of cash consideration equal to the product of (A) the number of shares of Parent Common Stock that such Seller would otherwise be entitled to receive pursuant to this Section 1.1 multiplied by (B) the Parent Stock Price, and payment of such amount shall be in full satisfaction of such Seller’s right to receive any Per Share Stock Consideration; provided that prior to exercising its rights pursuant to this sentence, Parent shall use commercially reasonable efforts to (x) provide such Seller the reasonable opportunity, but no longer than two (2) days following notice by Parent to such Seller, to demonstrate to Parent’s sole satisfaction such Seller’s status as an accredited investor or suitability to receive Parent Common Stock pursuant to this Agreement and (y) issue the Per Share Stock Consideration in the form of Parent Common Stock to such Seller pursuant to an available exception or exemption to the registration requirements of the Securities Act. To the extent any Parent Common Stock is not issued to a Seller in accordance with this Section 1.1(h), the Exchange Agent shall promptly release to Parent such Parent Common Stock.
Unaccredited Investors. The Subscription Agreements delivered pursuant to Sections 5.4 and 6.6 shall indicate that no more than 35 of the stockholders of Net.Capitol are "unaccredited investors," as defined by Rule 501 under the Securities Act.
Unaccredited Investors. Notwithstanding anything to the contrary in this Section 1.6 or otherwise in this Agreement, in no event shall Parent be required to issue any shares of Parent Common Stock to any Person (i) that does not provide duly completed and executed Investor Suitability Documentation or (ii) that Parent has determined prior to the Closing, in its sole discretion, is an Unaccredited Investor. To the extent such Investor Suitability Documentation is not provided or Parent has made such determination regarding Unaccredited Investor status, Parent shall inform the Company of such determination prior to the Closing and the Company shall indicate on the Spreadsheet that such Person has not provided the Investor Suitability Documentation or is an Unaccredited Investor. To the extent any such Person would otherwise have been entitled to be issued shares of Parent Common Stock as consideration or otherwise under this Agreement or any Related Agreement in connection with the Transactions, including any Per Share Parent Stock Consideration, Parent shall be entitled, in its sole discretion, to pay such amounts in cash, rather than issuing shares of Parent Common Stock, with the amount of cash payable equal to the value of the shares of Parent Common Stock (having a value per share equal to the Parent Trading Price) that would have otherwise been issuable had such Person provided the Investor Suitability Documentation and been determined to be an Accredited Investor. For clarity, the foregoing, this Section 1.6(e) shall not apply to the Parent Options.
Unaccredited Investors. 46 6.9 Transition................................................................... 46 6.10
Unaccredited Investors. The parties understand and acknowledge that pursuant to Regulation D of the Securities Act, there can be no more than thirty-five (35) unaccredited Participating Shareholders taking part in the Transaction if the DUSA Shares to be issued as Consideration hereunder are to be issued in a Regulation D private placement. As such, promptly upon the receipt of the Investor Questionnaires, DUSA shall determine in its reasonable, good faith business judgment, based upon the information provided in the Investor Questionnaires or otherwise available to DUSA, whether to proceed with a Regulation D offering in connection with the Transaction. If DUSA determines not to proceed with such a Regulation D offering, then DUSA shall promptly notify Sirius thereof and, at its sole option and expense, except with respect to Sirius' legal fees as provided for in Section 6.3(a)(ii), promptly prepare or cause to be prepared and submitted to the SEC a registration statement on Form S-4, in conformity with all applicable Legal Requirements, for the purpose of registering the DUSA Shares to be issued as Consideration hereunder (the "Form S-4"). Should DUSA decide to register the DUSA Shares on Form S-4, Sirius and the Sirius Shareholders (or the Shareholders Representatives) shall cooperate with DUSA in its preparation and filing of such Form S-4. DUSA shall use its Commercially Reasonable Efforts to cause such Form S-4 to become effective as soon as practicable thereafter, provided, however, that the limitation with respect to Material expenditures shall not apply. For purposes of determining the investor status of each Participating Shareholder, the Parties expressly acknowledge and agree that any Sirius Shareholder that does not provide adequate information in a timely fashion in his/her/its Investor Questionnaire or in a follow-up response to Sirius subsequent to returning such Investor Questionnaire, shall be deemed by DUSA to be unaccredited for purposes of this Agreement.
Unaccredited Investors. Notwithstanding anything contained herein to the contrary, for each such Share or In-the-Money Warrant Beneficially Owned by an Unaccredited Investor, if any, Parent and the Acquiror will cause to be deposited with (1) the Exchange Agent for further distribution to any such Stockholder or any holder of In-the-Money Warrants or (2) the Surviving Corporation for delivery to any such holder of In-the-Money Warrants through the Surviving Corporation’s payroll system, in each case, in accordance with the Merger Consideration Schedule, an amount in cash equal to the Closing Date Per Share Equity Consideration that would be payable for each such Share or In-the-Money Warrant Beneficially Owned by each such Unaccredited Investor, in each case, determined as (i) the number of shares of Parent Common Stock to be issued as the Closing Date Per Share Equity Consideration in respect of such Share or In-the-Money Warrant Beneficially Owned multiplied by (ii) the Parent Share Value (the aggregate cash amount payable under this Section 2.18, the “Aggregate Unaccredited Cash Consideration”), in lieu of and not in addition to the Closing Date Per Share Equity Consideration that would be payable for each such Share or In-the-Money Warrant Beneficially Owned by each such Unaccredited Investor.
