definiens: as defined in Regulation D, the Stockholders constitut ing the Drag - Along Stockholders shall have no obligation to cause such Participating Seller to re ceive as to the Shares the same amount and kind of securities as the Drag - Along Stockholders to the ex tent of such receipt of securities, unless the Drag -Along Stockholders shall have elected to cause such requirements to have been complied with to the extent necessary to permit such Participating Selle r to receive such securities . The Participating Seller shall be entitled to receive, in lieu thereo f, against surrender of the Shares ( in accordance w ith Section 5.3(c ) ) which would have otherwise been tra nsferred by such Participating Seller to the Proposed Buyer in the Drag - Along Transaction, an am ount in cash equal to the fair market value of the securities which such Participating Seller woul d otherwise have received ( as determined in good faith by the Board of Directors in its sole discret ion ) . In the event such requirements have been complied with to the extent necessary to permit suc h Participating Seller to receive such securities, the Participating Seller shall execute such documen ts and instruments, and take such other actions ( including without limitation, if required by the D rag - Along Stockholders, agreeing to be represented, without cost to the Participating Sell er, during the course of such Drag - Along Transaction by a ( as def ined in Regulation D ) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented ), as the Proposed Buyer C-11 or the Company shall reasonably request in order to permit such requirements to have been complied with ; provided, however, that such actions shall no t include any expenditure of funds by the Participating Seller, it being understood that paym ent by the Participating Seller of the fees and disbursements of any counsel the Participating Sell er may elect to retain shall be deemed not to constitute a required expenditure of funds for purp oses of this provision