BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN PERSONS Sample Clauses

BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN PERSONS. The following table sets forth information with respect to beneficial ownership of Shares held by MEHC and Xxxxxxxxx and the directors and executive officers of Purchaser, MEHC and HMSV as of July 31, 2001. Information with respect to the beneficial ownership of the directors and executive officers of HMSV who are not affiliated with MEHC has been included based on filings with the SEC pursuant to Section 16 of the Exchange Act by executive officers and directors of HMSV, as well as on MEHC's review of executed option agreements between HMSV and its executive officers and directors, which agreements have been provided to MEHC in the ordinary course. The percentage ownership has been calculated based on HMSV's Form 10-Q for the quarter ended June 30, 2001, indicating that, as of July 31, 2001, 8,722,942 Shares were outstanding. The address of MEHC and Purchaser is 000 Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000, and the address of each executive officer and director of MEHC and Xxxxxxxxx is stated on Schedule I hereto and, unless otherwise indicated, the address of the executive officers of HMSV is 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxxx 00000.
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BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN PERSONS. The following table sets forth information with respect to ownership of Shares held by Purchaser, Health Partners, the members of the Operating Committee of Purchaser, the directors and executive officers of Purchaser, Fortress and the Company. The percentage ownership has been calculated on the basis of the Company's representation in the Merger Agreement that as of July 25, 2000, 9,926,549 Shares were issued and outstanding, 5,479,452 shares of Company Common Stock were issuable upon conversion of the Convertible Note, and 771,384 Shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options. Information regarding the share ownership of directors and officers of the Company who are not affiliated with Purchaser is taken from the Annex A to the Schedule 14D-9. NUMBER OF SHARES PERCENTAGE OF NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS* ------------------------------------ ------------------ ------------- Fortress Brookdale Acquisition LLC(1)....................... 9,483,802 58.6% 1301 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxxlth Partners(2).......................................... 5,479,452 33.9% 54 Txxxxxxx Xxxxxx Xxx York, NY 10012 Weslxx X. Xxxxx(0).......................................... 9,483,802 58.6% Paul X. Xxxxxx(0)........................................... 9,483,802 58.6% Robexx X. Xxxxxxxx(0)....................................... 9,483,802 58.6% Randxx X. Xxxxxxx(0)........................................ 9,483,802 58.6% Willxxx X. Xxxxxxx(0)....................................... 9,483,802 58.6% Gregxxx X. Xxxxxx(0)........................................ 9,483,802 58.6% Mark X. Xxxxx(0)............................................ 9,483,802 58.6% Brucx X. Xxxxxxx(0)......................................... 4,950 ** Darrxx X. Xxxxxxx-Xxxxxxx(0)................................ 7,750 ** Robexx X. Xxxxxx(0)......................................... 167,284 1.7 Mark X. Xxxxxxx(0).......................................... 454,958 4.5% Waynx X. Xxxxxx(0).......................................... 8,250 ** Darrxx X. Xxxxxxxx, Xx.(0).................................. 209,500 2.1% Stepxxx X. Xxxx(00)......................................... 19,500 ** Mathxx X. Xxxxxxxx(00)...................................... 20,525 ** R. Sxxxxxx Xxxxx(12)........................................ 12,750 ** --------------- * Assumes, for consistency, 16,177,430 Shares as set forth above. ** Less than 1%

Related to BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN PERSONS

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • Disclosure of Beneficial Ownership Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to the laws of Jersey or The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company's expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice ("Disclosure Notice") given pursuant to any applicable provision of Jersey or United Kingdom law or the Articles of Association of the Company. Each Holder and Beneficial Owner further acknowledges that failure by such Holder or Beneficial Owner to provide on a timely basis the information required in any Disclosure Notice may result in the withholding of certain rights in respect of such Holder's or Beneficial Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or other payments and rights of free transferability in respect of the Shares represented by such American Depositary Shares. Each Holder and Beneficial Owner agrees to comply with all applicable provisions of Jersey and United Kingdom law and the Articles of Association of the Company with regard to notification to the Company of such Holder's or Beneficial Owner's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares equal to or in excess of three percent (3%) of such Shares outstanding or such other percentage as may be required from time to time pursuant to any provision of Jersey or United Kingdom law or the Articles of Association of the Company.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Company Common Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

  • Beneficial Ownership Rule Promptly following any change that would result in a change to the status of the Seller as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, the Seller shall execute and deliver to the Agent a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Agent.

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