in the case
of our directors, officers, and security holders, (i) the receipt by the locked - up party from us
of shares
of Class A common stock or Class B common stock upon (A) the exercise or settlement
of stock options or RSUs granted under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise
of warrants outstanding and which are described in this prospectus, or (ii) the transfer
of shares
of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event
of our securities or upon the exercise
of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent
permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount
of cash needed for the
payment of taxes, including estimated taxes, due as a result
of such vesting or exercise whether by
means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender
of outstanding stock options or warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation
of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case
of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case
of (ii), any filings under Section 16 (a)
of the Exchange Act, or any other public filing or disclosure
of such transfer by or on behalf
of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer
of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
In the NPRM we proposed to
permit covered entities to disclose, in connection with routine banking activities or
payment by debit, credit, or other
payment card, or other
payment means, the minimum amount
of protected health information necessary to complete a banking or
payment activity to financial institutions or to entities acting on behalf
of financial institutions to authorize, process, clear, settle, bill, transfer, reconcile, or collect
payments for financial institutions.