Unaccredited Investors. Any 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 1.5 or otherwise in this Agreement, in no event shall Parent be required to issue any shares of Parent Common Stock to any Person (other than a Significant Employee Stockholder) (i) that does not timely provide a duly completed and executed Accredited Investor 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 Questionnaire is not provided or Parent has made such determination regarding Unaccredited Investor status, Parent shall, as promptly as reasonably practicable, inform the Company of such determination prior to the Closing and the Company shall indicate in the Merger Consideration Certificate that such Person 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 otherwise in connection with the Mergers, including without limitation any shares of Parent Common Stock issuable pursuant to Sections 1.5(a)(ii) or 1.5(a)(iii), Parent shall be entitled, in its sole and reasonable discretion, to pay such amounts in cash (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 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 Common Stock Price) that would have otherwise been issuable had such Person provided an Accredited Investor Questionnaire or not have been determined to be an 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 thi...
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. 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. (i) 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 Class A Common Stock to any Person (A) that does not provide duly completed and executed Investor Suitability Documentation, or (B) that Parent has reasonably determined prior to the 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 Closing Spreadsheet that such Person is an Unaccredited Investor.
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.
Unaccredited Investors. 46 6.9 Transition................................................................... 46 6.10
Unaccredited Investors. Subject to Section 2.8(a), Section 2.8(b), and Section 6.1, in the event Parent believes in its reasonable discretion that a Stockholder or Optionholder is not an Accredited Investor, Parent shall pay the portion of the Per Share Merger Consideration (as it may be adjusted pursuant to Section 2.11) that would otherwise be due under this Agreement to such Stockholder or Optionholder (or, in the case of contributions to or distributions from the Escrow Fund, be contributed on such Stockholder’s or Optionholder’s behalf or released to such Stockholder or Optionholder) in the form of cash only, and not in the form of Parent Common Stock, with the amount of cash to be paid in lieu of any such Parent Common Stock or deposited with the Escrow Agent pursuant to Section 2.12 with respect thereto to be calculated based on the Parent Stock Price.
Unaccredited Investors. The Prospective Offeree Questionnaires delivered pursuant to Sections 5.2 and 6.6 shall indicate that no more than 35 of the stockholders of Raintree are "unaccredited investors," as defined by Rule 501 under the Securities Act.
Unaccredited Investors. Notwithstanding anything to the contrary in this Agreement, the parties agree that Buyer shall not be obligated to issue any Buyer Common Stock to any Person that is unable to make the Private Placement Representations or who Buyer otherwise reasonably believes is not an Accredited Investor, as defined under Regulation D promulgated under the Securities Act (an “Unaccredited Investor”). In any event where Buyer would be obligated to issue such shares to an Unaccredited Investor under this Agreement, Buyer shall have the option to pay such amounts in cash of equal value. In such event, in order such that Buyer is not obligated to pay more cash than it otherwise would have under this Agreement, Buyer shall have the option of paying each other recipient of Merger Consideration or Earn-Out Consideration proportionally more shares of Buyer Common Stock such that the aggregate amount of Buyer Common Stock issuable, and cash payable, under this Agreement is equal to what such amounts would have been had there been no Unaccredited Investors. For the avoidance of doubt and notwithstanding the foregoing, any adjustments to the amount of cash and Buyer Common Stock payable under this Agreement shall at all times remain subject to the terms of Section 3.1(f).
