SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants...
SELLING STOCKHOLDERS. Each Selling Stockholder represents that (i) he, she or it has the absolute and unrestricted right, power and authority to enter into and to perform his, her or its obligations under each of the Transactional Agreements to which such Selling Stockholder is or may become a party, (b) this Agreement constitutes his, her or its legal, valid and binding obligation, enforceable against such Selling Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements will constitute the legal, valid and binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
SELLING STOCKHOLDERS. The name of such Selling Stockholder, the number of Shares to be sold by such Selling Stockholder and the address and other information with respect to such Selling Stockholder (excluding any percentages) which appears under the caption “Principal and selling stockholders” in the Prospectus constitute the only information furnished by or on behalf of each Selling Stockholder as such information is referenced in Sections 4 and 10 hereof.
SELLING STOCKHOLDERS. (i) All of the Securities to be sold by such Selling Stockholder hereunder have been placed in custody in book entry form pursuant to a stock custody agreement relating to such Securities, in the form heretofore furnished to you (each, a “Custody Agreement”), duly executed and delivered by such Selling Stockholder to Computershare, Inc., as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered an irrevocable power of attorney, in the form heretofore furnished to you (each, a “Power of Attorney”), appointing the persons specified therein as attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder at a price per share as determined by negotiations between the Selling Stockholders and the Representatives, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.
SELLING STOCKHOLDERS. Selling Stockholders" shall have the meaning specified in the introductory paragraph of the Agreement.
SELLING STOCKHOLDERS. The Selling Stockholders shall pay (i) their -------------------- proportionate share of the Underwriters' discount relating to Shares sold by such Selling Stockholders and (ii) any transfer taxes imposed on the sale of the Shares to the Underwriters by the Selling Stockholders (other than transfer taxes on resales by the Underwriters).
SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1:
SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreement. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, as of ________. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by this prospectus, which consists of: ● up to [●] shares of common stock; ● up to [●] shares of common stock issuable upon exercise of the pre-funded warrants; and ● up to [●] shares of common stock issuable upon exercise of the common stock warrants. For additional information regarding the issuance of these securities, see the section titled “Private Placement of Shares of Common Stock, Pre-Funded Warrants and Common Stock Warrants.” Except for the ownership of the shares of common stock and warrants, the selling stockholders have not had any material relationship with us within the past three years. As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the date of this prospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus covers the resale of the number of shares of common stock issued to the selling stockholders and the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and common stock warrants without regard to any limitations on the exercise of such warrants. Under the terms of the pre-funded warrants and common stock warrants held by selling stockholders, a selling stockholder may not exercise any such warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of March 31, 2024, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of...
SELLING STOCKHOLDERS. This form assumes that the Selling Stockholders (i) are not officers or directors of the Company and (ii) do not control or otherwise exert significant influence over the Company, whether by ownership of securities of the Company, by contract or otherwise. If the Selling Stockholders are officers or directors of the Company or control or otherwise exert significant influence over the Company, then the following changes to this form should be considered and discussed with Maurxxx Xxxck in the legal department of Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation (415-249-2188).
