Deemed Beneficial Ownership Sample Clauses

Deemed Beneficial Ownership. Please state the amount of securities of the Company you own on the date you complete this Questionnaire. (If none, please so state in each case.) Amount Beneficially Owned1 Number of Shares of Common Stock Owned Please state the number of shares owned by you or by family members, trusts and other organizations with which you have a relationship, and any other shares of which you may be deemed to be the “beneficial owner”1: Total Shares: Of such shares: Shares as to which you have sole voting power: Shares as to which you have shared voting power: Shares as to which you have sole investment power: Shares as to which you have shared investment power: Shares which you will have a right to acquire before 60 days after the date you complete this questionnaire through the exercise of options, warrants or otherwise: Do you have any present plans to exercise options or otherwise acquire, dispose of or to transfer shares of Common Stock of the Company between the date you complete this Questionnaire and the date which is 60 days after the date in which the Registration Statement is filed? Answer: If so, please describe.
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Deemed Beneficial Ownership. Please state the amount of securities of the Company you own on the date you complete this Questionnaire. (If none, please so state in each case.) Number of Shares of
Deemed Beneficial Ownership. Please state the amount of securities of the Company you own as of October 1, 2006, assuming, if applicable, the conversion of your shares of Preferred Stock into, and exercise of warrants for, shares of Common Stock. (If none, please so state in each case.)
Deemed Beneficial Ownership. The term "Deemed Beneficial Ownership" shall mean, with respect to the Stockholders as of any date, the percentage obtained by dividing (a) the total number of shares of Common Stock owned of record or beneficially by the Stockholders as of such date plus the total number of shares of Common Stock which may be acquired by the Stockholders upon exercise or conversion of all options, warrants or other securities or rights convertible into or exercisable for shares of Common Stock which were held by the Stockholders as of such date, whether or not convertible or exercisable within 60 days of such date, by (b) the Common Stock Deemed Outstanding as of such date.
Deemed Beneficial Ownership. Please state the amount of securities of the Company you own on the date you complete this Questionnaire. (If none, please so state in each case.) Amount Beneficially Owned1 Number of Shares of Common Stock Owned Please state the number of shares owned by you or by family members, trusts and other organizations with which you have a relationship, and any other shares of which you may be deemed to be the “beneficial owner”1: Total Shares: Of such shares: Shares as to which you have sole voting power: Shares as to which you have shared voting power: Shares as to which you have sole investment power: Shares as to which you have shared investment power: Shares which you will have a right to acquire within 60 days after the date you complete this questionnaire through the exercise of options, warrants or otherwise:
Deemed Beneficial Ownership. Please state the amount of securities of the Company you own as of [ ____ ], 200_, assuming, if applicable, the exercise of warrants for shares of Common Stock. (If none, please so state in each case.) Amount Beneficially Owned1 Number of Shares of Common Stock Owned (on an as-converted basis, as applicable) Total Shares: _________________________________ Of such shares: Shares as to which you have solevoting power: _________________________________ Shares as to which you have sharedvoting power: _________________________________ Shares as to which you have soleinvestment power: _________________________________ Shares as to which you have sharedinvestment power: _________________________________ Please state the number of shares owned by family members, trusts and other organizations with which you have a relationship, and any other shares of which you may be deemed to be the “beneficial owner”1: _________________________________ Total Shares: _________________________________ Of such shares: Shares as to which you have solevoting power: _________________________________ Shares as to which you have sharedvoting power: _________________________________ Shares as to which you have soleinvestment power: _________________________________ Shares as to which you have sharedinvestment power: _________________________________ Shares which you will have a right to acquire before[date 60 days from expected filing date], through theexercise of options, warrants or otherwise: _________________________________ Shares of Common Stock you intend to offer for sale pursuant to the Registration Statement: _________________________________ Shares of Common Stock that you will hold after theoffering for sale of Common Stock that is the subjectof the Registration Statement: _________________________________ Do you have any present plans to exercise options or otherwise acquire, dispose of or transfer shares of Common Stock (on an as-converted basis) of the Company between the date you complete this Electing Holder Questionnaire and [date 60 days from expected filing date]? Answer: If so, please describe.
Deemed Beneficial Ownership. The term “Deemed Beneficial Ownership” shall mean, with respect to any Stockholder as of any date, the percentage obtained by dividing (a) the total number of shares of Common Stock owned of record or beneficially by such Stockholder as of such date plus the total number of shares of Common Stock that may be acquired by such Stockholder upon exercise, conversion or exchange of all options, warrants or other securities (including, without limitation, Partnership Units) or rights convertible into or exercisable or exchangeable for shares of Common Stock that were held by such Stockholder as of such date, by (b) the Common Stock Deemed Outstanding as of such date.
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Deemed Beneficial Ownership. Please state the amount of securities of the Company you own as of [ ____ ], 200_, assuming, if applicable, the exercise of Notes for shares of Common Stock. (If none, please so state in each case.) Number of Shares of Common Stock Owned Amount Beneficially Owned1 (on an as-converted basis, as applicable) Total Shares: Of such shares: Shares as to which you have sole voting power: Shares as to which you have shared voting power: Shares as to which you have sole investment power: Shares as to which you have shared investment power: Please state the number of shares owned by family members, trusts and other organizations with which you have a relationship, and any other shares of which you may be deemed to be the “beneficial owner”1: Total Shares: Of such shares: Shares as to which you have sole voting power: Shares as to which you have shared voting power: Shares as to which you have sole investment power: Shares as to which you have shared investment power: Shares which you will have a right to acquire before [date 60 days from expected filing date], through the exercise of options, warrants, or otherwise: Shares of Common Stock you intend to offer for sale pursuant to the Registration Statement: Shares of Common Stock that you will hold after the offering for sale of Common Stock that is the subject of the Registration Statement: Do you have any present plans to exercise options or otherwise acquire, dispose of or transfer shares of Common Stock (on an as-converted basis) of the Company between the date you complete this Electing Holder Questionnaire and [date 60 days from expected filing date]? Answer: If so, please describe.
Deemed Beneficial Ownership. For so long as Stone Point shall have either Investment Power and/or Dispositive Power over all or a portion of the Subject Shares, the portion of such Subject Shares over which Stone Point has Investment Power and/or Dispositive Power shall be deemed for purposes of the Stone Point Investor Agreement to be beneficially owned by Stone Point (other than for purposes of the representations and warranties set forth in Section 2.02(e) of the Stone Point Investor Agreement).

Related to Deemed Beneficial Ownership

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to the Company.

  • Beneficial Ownership Regulation Promptly following any request therefor, the Borrower shall deliver to the Administrative Agent information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

  • Legal and beneficial ownership It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.

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