Rule 506(d) Related Party
means, with respect to any person, any other person that is a beneficial owner of such first person’s securities for purposes of Rule 506(d) under the Act. Each Investor that is a Company Covered Person represents and warrants to the Company that it is not subject to any Disqualification Event, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) of the Act is applicable. Each Party with the right to designate or participate in the designation of a director pursuant to this Agreement represents that such Party has exercised reasonable care to determine whether any Disqualification Event is applicable to such Party, any director designee designated by such Party pursuant to this Agreement or any of such Party’s 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) of the Act is applicable. Each Party with the right to designate or participate in the designation of a director pursuant to this Agreement represents that no Disqualification Event is applicable to such Party, to such Party’s knowledge any Board member designated by such Party pursuant to this Agreement or, to such Party’s knowledge any of such Party’s 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) of the Act is applicable. The Company has exercised reasonable care to determine whether any Company Covered Person is subject to any of the “bad actor” Disqualification Events described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act. To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event except for a Disqualification Event as to which Rule 506(d)(2)(ii—iv) or (d)(3) of the Act is applicable. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. Each Party with the right to designate or participate in the designation of a director pursuant to this Agreement covenants and agrees (i) not to designate or participate in the designation of any director designee who, to such Party’s knowledge, is a Disqualified Designee, (ii) to exercise reasonable care to determine at the time of designation whether any director designee designated by such Party is a Disqualified Designee, and (iii) that in the event such Party becomes aware that any individual previously de...
