Bad Actor Matters Sample Clauses

Bad Actor Matters. The Company shall notify each Investor if it becomes aware that a “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) promulgated under the 1933 Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the 1933 Act.

Bad Actor Matters. If the Purchaser is (or, as a result of the exercise of its purchase of Shares hereunder, will become) a beneficial owner of 20% or more of the Company’s outstanding voting securities, calculated on the basis of voting power, or otherwise a Person described in the first paragraph of Rule 506(d)(1) promulgated under the Securities Act, neither (i) the Purchaser, (ii) any of its directors, officers (as defined under Rule 16a-1 promulgated under the Exchange Act), other officers that may serve as a director or officer of the Company, general partners or managing members, nor (iii) any beneficial owner of the Purchaser which is a 20% beneficial owner of the voting securities of the Company (in accordance with Rule 506(d) promulgated under the Securities Act) is subject to any Disqualification Event (as defined in Section 2.5).

Bad Actor Matters. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any person listed in the first paragraph of Rule 506(d)(a) (a “Company Covered Person”), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.

Bad Actor Matters. (a) Each Holder hereby represents and warrants to the Company that, to such party’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (each, a “Disqualification Event”), is applicable to such Holder or any of its Rule 506(d) Related Parties (as defined below) except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director Designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. Each party with the right to designate or participate in the designation of a director as specified above hereby covenants and

Bad Actor Matters. (a) Notwithstanding any other provision in this Agreement to the contrary, in the event that any director designated hereunder is subject to any “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (each, a “Disqualification Event”), except for any Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the Securities Act, then upon written request of the Company each Stockholder agrees to vote its shares to remove such director who is subject to such Disqualification Event from the Board of Directors, it being agreed that no such removal shall impair the rights of the Stockholder(s) that designated such director to designate the successor of such director with an individual not subject to any such Disqualification Event. (b) Each Stockholder with the right to designate or participate in the designation of a director pursuant to this Agreement hereby (i) represents and warrants as of the date hereof that no Disqualification Event is applicable to such Stockholder or any of its Rule 506(d) Related Parties and (ii) agrees that it shall notify the Company promptly in writing in the event that such Stockholder becomes aware that a Disqualification Event has become applicable to such Stockholder, any of its Rule 506(d) Related Parties or any director designated by such Stockholder, in each case except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean, with respect to any Stockholder, any other person or entity that is covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act as a result of such Stockholder’s ownership of securities of the Company.

Bad Actor Matters. Each Purchaser hereby represents that none of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) promulgated under the Securities Act (a “Disqualification Event”) is applicable to such Purchaser or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a Person that is a beneficial owner of such Purchaser’s securities for purposes of Rule 506(d) of the Securities Act.

Bad Actor Matters