Examples of Suitability Documentation in a sentence
Notwithstanding the delivery of any Investor Suitability Documentation to Parent prior to the Closing, any Securityholder may, in the reasonable discretion of Parent, be deemed an “Unaccredited Investor” for purposes of this Agreement.
Notwithstanding the delivery of any Investor Suitability Documentation to Parent prior to the Closing, any Stockholder may, in the reasonable discretion of Parent, be deemed an “Unaccredited Investor” for purposes of this Agreement.
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.
For the avoidance of doubt, if a shareholder has not completed and returned Investor Suitability Documentation to NewCo or its agent or representative, NewCo shall have the right under Section 5 to determine that such shareholder is not an Accredited Investor.
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.
The Company shall use its commercially reasonable efforts to cause each Company Stockholder to deliver the Suitability Documentation at least five (5) Business Days prior to the Closing.
NewCo shall use its commercially reasonable efforts to cause each ALJ shareholder to promptly deliver such Investor Suitability Documentation.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB 46 6.1 Accuracy of Representations and Warranties 47 6.2 Performance of Covenants 47 6.3 Stockholder Approval 47 6.4 No Restraints 47 6.5 Agreements and Documents 47 6.6 Closing Certificate 47 6.7 No Company Material Adverse Effect 47 6.8 FIRPTA Certificate 48 TABLE OF CONTENTS (CONTINUED) PAGE 6.9 Joinder Agreements and Suitability Documentation 48 6.10 280G Stockholder Vote 48 6.11 Mandatory Conversion 48 SECTION 7.
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 Funding Consideration Schedule that such Securityholder has not provided the Investor Suitability Documentation or is an Unaccredited Investor.
Notwithstanding the delivery of any Suitability Documentation to Parent prior to the Closing, any Company Stockholder may be deemed an “Accredited Stockholder” or “Unaccredited Stockholder” for purposes of this Agreement based on a good faith determination of the same by Parent.