Common use of Unaccredited Investors Clause in Contracts

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 per share equal to the Parent Trading Price), such that in the aggregate, the amount of cash payable as Merger Consideration and the amount of Parent Class A Common Stock payable as Merger Consideration (at a value per share equal to the Parent Trading Price), each equal fifty percent (50%) of the aggregate Merger Consideration. The allocation of cash and shares of Parent Class A Common Stock to be withheld and contributed to the Escrow Amount shall also be equitably adjusted in the same proportion as the adjustments to the foregoing sentence. For avoidance of doubt, in no event shall the adjustment contemplated by this Section 1.3(e)(iii) result in either an increase or decrease in the aggregate Merger Consideration (assuming that each share of Parent Class A Common Stock is valued at a value per share equal to the Parent Trading Price).

Unaccredited Investors. (ia) Notwithstanding anything to the contrary in this Section 1.3 or otherwise in this Agreement, in no event shall Parent be required to issue If 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), then Parent shall be entitled, in its sole discretiondiscretion (a “Cash-Out Election”), to instead pay such amounts in cash, rather than issuing shares of Parent Class A Common StockStock to such Unaccredited Investor, with the amount of cash payable equal to the value number 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 issued to such Person provided Unaccredited Investor multiplied by the Investor Suitability Documentation Parent Closing Stock Price. (b) Parent shall, at least two Business Days before Closing, (i) provide the Company a list of all Unaccredited Investors and been determined (ii) inform the Company whether it intends to be an Accredited Investor (a “Cash-out Election”). Parent shall also be entitled to make a Cash-out Out Election with respect to each such Unaccredited Investor. The Company shall include all such information in 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 StockAllocation Schedule. (iiii) In the event of If Parent makes a Cash-out ElectionOut Election for one or more Unaccredited Investors and the Cash-Out Amount is less than the Cash-Out Maximum, then the Per Share Common Cash Consideration, Adjustment Consideration, the Per Share Series B Liquidation Cash Consideration and the Per Share Series C Liquidation Parent Stock Consideration payable to Company Stockholders other than such Unaccredited Investors shall not be adjusted. (ii) If Parent makes a Cash-Out Election for one or more Unaccredited Investors and the Cash-Out Amount is equal to or more than the Cash-Out Maximum, then the Per Share Cash Consideration shall be equitably adjusted downwards, and the Per Share Common Stock Consideration, the Adjustment Consideration, Per Share Series B Liquidation Parent Stock Consideration and Per Share Series C Liquidation Stock Consideration payable to Company Stockholders other than such Unaccredited Investors shall be respectively and equitably adjusted upwards (at a value per share equal to the Parent Trading Price)adjusted, such that in the aggregate, : (A) the total number of shares of Parent Common Stock issuable to such other Company Stockholders as merger consideration under this Agreement shall equal the Aggregate Parent Stock Amount plus the quotient of (i) the difference between the Cash-Out Amount and the Cash-Out Maximum and (ii) the Parent Closing Stock Price; and (B) the total amount of cash payable to all Company Stockholders as Merger Consideration and merger consideration under this Agreement shall equal the amount of Parent Class A Common Stock payable as Merger Consideration (at a value per share equal to the Parent Trading Price), each equal fifty percent (50%) of the aggregate Merger Consideration. The allocation of cash and shares of Parent Class A Common Stock to be withheld and contributed to the Escrow Amount shall also be equitably adjusted in the same proportion as the adjustments to the foregoing sentence. For avoidance of doubt, in no event shall the adjustment contemplated by this Section 1.3(e)(iii) result in either an increase or decrease in the aggregate Merger Consideration (assuming that each share of Parent Class A Common Stock is valued at a value per share equal to the Parent Trading Price)Aggregate Cash Proceeds.

Unaccredited Investors. (i) Notwithstanding anything to the contrary in this Section 1.3 1.6 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, 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 MergerTransactions, including without limitation any Per Share Common Parent Stock Consideration, Adjustment Consideration, Retention Per Share Series B Liquidation Parent Stock Consideration, or Consideration and/or Earnout Per Share Series C Liquidation Parent Stock Consideration issuable pursuant to Section 1.3(b)(i1.6(b)(i), Section 1.6(c)(i) or Section 1.6(d)(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 (x) with respect to the Per Share Parent Stock Consideration, the Parent Trading PricePrice as of the First Effective Time, (y) with respect to the Retention Per Share Parent Stock Consideration, the Parent Trading Price as of the date Parent instructs its transfer agent to transfer the shares of Parent Common Stock comprising the Retention Based Payment from the restricted account of the transfer agent to unrestricted accounts of the Holders in accordance with Section 1.9(c)(ii), and (z) with respect to the Earnout Per Share Parent Stock Consideration, the Parent Trading Price as of the date such Earnout Per Share Parent Stock Consideration is issuable) 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 Out Election”). Parent shall also In connection with (A) payments to be entitled made with respect to a Promised Company Options and (B) any Cash-out Election Out Election, with respect solely to the extent necessary portion of the Total Consideration that is payable and issuable at Closing (excluding the Parent Common Stock issued by Parent’s transfer agent into a restricted account pursuant to reduce the amount Section 1.9(a)), any such amounts paid in cash that would otherwise be in shares of Parent Class A Common Stock receivable by any particular Person (1) if all Promised Company Options were treated as Issued and its Affiliates to be below 1% of the outstanding number of Parent Class A Common Stock. Outstanding Company Options and (iii2) In the event of a no Cash-out ElectionOut Election was made, 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 deducted on a value per share equal to the Parent Trading Price), such that in the aggregate, pro rata basis from the amount of cash consideration payable as Merger Consideration to all other Holders and the amount such other Holders shall be paid instead in a number of shares of Parent Class A Common Stock payable as Merger Consideration (of equivalent value to such deducted amounts with each share valued at a value per share equal to the Parent Trading Price), each equal fifty percent (50%) Price as of the aggregate Merger Consideration. The First Effective Time, and the allocation of cash and shares of Parent Class A Common Stock to be withheld and contributed to the Escrow Amount shall also be equitably adjusted in the same proportion as the adjustments to the foregoing sentencecorrespondingly adjusted. For avoidance of doubt, in no event shall the adjustment contemplated by this Section 1.3(e)(iii1.6(g) result in either an increase or decrease in the aggregate Merger Consideration (assuming that each share of Parent Class A Common Stock is valued at a value per share equal to the Parent Trading Price)Total Consideration.

Unaccredited Investors. (iAny Effective Time Holder that is not listed on Schedule 1.3(b)(xxi) may deliver to Parent an Accredited Investor Questionnaire no later than ten days prior to the Closing Date. Notwithstanding anything to the contrary in this Section 1.3 1.5 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 (other than a Significant Employee Stockholder) (i) that does not timely provide a duly completed and executed Accredited Investor Suitability Documentation, Questionnaire or (ii) that Parent has determined prior to the Closing, in its sole and reasonable discretion, is an Unaccredited Investor. For the avoidance of doubt, Parent may determine, based on applicable Legal Requirements, that a Person is an Unaccredited Investor regardless of whether such Person has timely completed an Accredited Investor Questionnaire. To the extent such Accredited Investor Suitability Documentation Questionnaire is not provided or Parent has made such determination regarding Unaccredited Investor status, Parent shall shall, as promptly as reasonably practicable, inform the Company of such determination prior to the Closing and the Company shall indicate on in the Payment Spreadsheet Merger Consideration Certificate 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 otherwise in connection with the First MergerMergers, including without limitation any Per Share shares of Parent 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)(iSections 1.5(a)(ii) or 1.5(a)(iii), Parent shall be entitled, in its sole and reasonable discretion, to pay such amounts in cashcash (including by depositing cash in the Escrow Fund and Expense Fund with respect to such Person’s Pro Rata Share of the Escrow Amount and Expense Fund Amount, respectively), 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 Common Stock Price) that would have otherwise been issuable had such Person provided the an Accredited Investor Suitability Documentation and Questionnaire or not have been determined to be an Accredited Investor (a “Cash-out Election”)Unaccredited Investor. To the extent any shares of Parent Common Stock otherwise issuable but for the provisions of this Section 1.5(f) would, when issued, have been subject to any vesting terms, acceleration terms, repurchase option or obligation, risk of forfeiture or other similar conditions, then any cash payable under this Section 1.5(f) in respect thereof shall have, and be subject to, such same terms and conditions as would have applied to such shares of Parent Common Stock had they been so issued; provided that Parent shall also be entitled to a Cash-out Election withhold the underlying cash amount at the Closing and, upon the satisfaction of any such vesting term, or the expiration of any such repurchase option or obligation, risk of forfeiture or similar condition, pay 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 per share equal to the Parent Trading Price), such that in the aggregate, applicable recipient the amount of cash payable as Merger Consideration and the amount of Parent Class A Common Stock payable as Merger Consideration (at a value per share equal that corresponds to the Parent Trading Price)satisfaction of such vesting term, each equal fifty percent (50%) or the expiration of the aggregate Merger Consideration. The allocation such repurchase option or obligation, risk of cash and shares of Parent Class A Common Stock to be withheld and contributed to the Escrow Amount shall also be equitably adjusted in the same proportion forfeiture or similar condition, as the adjustments to the foregoing sentence. For avoidance of doubt, in no event shall the adjustment contemplated by this Section 1.3(e)(iii) result in either an increase or decrease in the aggregate Merger Consideration (assuming that each share of Parent Class A Common Stock is valued at a value per share equal to the Parent Trading Price)applicable.

Unaccredited Investors. (i) Notwithstanding anything to the contrary in this Section 1.3 1.6 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 (iA) that does not provide duly completed and executed Investor Suitability Documentation, or (iiB) that Parent has reasonably determined prior to the Closing, in its sole discretion, Closing 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 at least one Business Day prior to the Closing and the Company shall indicate on the Payment Closing Spreadsheet that such Person has not provided the Investor Suitability Documentation or is an Unaccredited Investor. (ii) To the extent any such Person Unaccredited Investor 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 Transaction Document 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 Stock 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 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 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 per share equal to the Parent Trading Stock Price), shall be respectively and equitably adjusted, such that in the aggregate, the amount of cash payable as Merger Consideration and the amount of Parent Class A Common Stock payable as Merger Consideration (at a value per share equal to the Parent Trading Stock Price), each shall equal fifty twenty-five percent (5025%) and seventy-five percent (75%), respectively, of the aggregate Merger Consideration. The allocation of cash and shares of Parent Class A Common Stock to be withheld and contributed to the Escrow Amount shall also be equitably adjusted in the same proportion as the adjustments to the foregoing sentence. For avoidance of doubt, in no event shall the adjustment contemplated by this Section 1.3(e)(iii1.6(g)(iii) result in either an increase or decrease in the aggregate Merger Consideration (assuming that each share of Parent Class A Common Stock is valued at a value per share equal to the Parent Trading Stock Price).

Unaccredited Investors. (i) Notwithstanding anything to the contrary in this Section 1.3 2.01, Section 2.02, Section 2.04 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 person (i) that does not provide duly completed and executed Investor Suitability DocumentationDocumentation at least five (5) Business Days prior to the Closing, 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 timely provided by a Securityholder 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 Funding Consideration Schedule that such Person Securityholder has not provided the Investor Suitability Documentation or is an Unaccredited Investor. (ii) . To the extent any such Person Securityholder 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 Merger or upon 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)release of Escrow Funds, Parent shall be entitled, in its sole discretion, to pay such amounts in cashcash that Securityholder’s share of the Closing Merger Consideration and the Escrow Amount, 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 (x) the Parent Trading PriceCommon Stock Value or (y) solely with respect to amounts compromising Option Payments, the lesser of the Parent Common Stock Value and the Parent Common Stock Closing Reference Value) that would have otherwise been issuable had such Person Securityholder 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 per share equal to the Parent Trading Price), such that in the aggregate, the amount of cash payable as Merger Consideration and the amount of Parent Class A Common Stock payable as Merger Consideration (at a value per share equal to the Parent Trading Price), each equal fifty percent (50%) of the aggregate Merger Consideration. The allocation of cash and shares of Parent Class A Common Stock to be withheld and contributed to the Escrow Amount shall also be equitably adjusted in the same proportion as the adjustments to the foregoing sentenceInvestor. For the avoidance of doubt, in no event shall the adjustment contemplated by this Section 1.3(e)(iii) payment in cash in lieu of the issuance of shares of Parent Common Stock result in either an increase or decrease in the aggregate Merger Consideration (assuming that each share of Parent Class A Common Stock is valued at a value per share equal to the Parent Trading PriceCommon Stock Value).