Common use of Bad Actor Matters Clause in Contracts

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.