definiens: means ( a ) the Equityhold ers identified as such on the Consideration Spreadsheet except for any Equityholder listed ther eon that Parent notifies Company prior to the Closi ng Date is being removed because Parent has not received evide nce reasonably satisfactory to it that the Equityho lder is an as such term is defined in R ule 501(a ) of the Securities Act, ( b ) any other Equ ityholder that executes and delivers to Company or Parent aft er the date of this Agreement the Parent Stockholde r Agreements that indicates that such Equityholder is an accredited investor and that Parent in its sole discretion determines is, in fact, an an d ( c ) any other Equityholder that Parent in its sol e discretion determines is an ( as such ter m is defined in Rule 501(a ) under the Securities Ac t ) without having received such a questionnaire