Securities to be Registered. Subscribers Whalehaven Capital Fund Limited-Common stock underlying $75,000 convertible note Warrants to purchase shares of common stock* Schlomo & Xxxxxx Xxxxxxx- Common stock underlying $75,000 convertible note Warrants to purchase shares of common stock* Xxxxx X. Xxxxxxxxx- Common stock underlying $45,000 convertible note Warrants to purchase shares of common stock* PSM Holdings- Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock*
Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Centaurian Fund- Common stock underlying $10,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth above.
Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Schlomo & Xxxxxx Xxxxxxx-Common stock underlying $250,000 convertible note Warrants to purchase shares of common stock* Ramshead Holding Ltd.-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
Securities to be Registered. Both the Option and the shares covered by the Option shall be "registered securities" as defined for the General Rules and Regulations under the Securities Act of 1933 (the "Act").
Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $175,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Schlomo & Xxxxxx Xxxxxxx-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Xxxx Xxxxxx-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* J & N Invest LLC-Common stock underlying $200,000 convertible note Warrants to purchase shares of common stock* Ramshead Limited-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Naomie Klissman-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Xxxx Xxxxxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Xxxxx Xxxxxxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Xxxxx X. Xxxxxxxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Jan Veryke-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* PSM Holdings-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* Xxxxxx & Xxx Xxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
Securities to be Registered. On December 18, 1998, the Board of Directors of Schlotzsky's, Inc. (the "COMPANY") adopted a Stockholder Rights Plan, providing that one right (a "RIGHT") will be attached to each share of common stock, no par value, of the Company (the "COMMON STOCK") as of December 30, 1998 (the "RECORD DATE"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Class C Series A Junior Participating Preferred Stock, no par value (the "PREFERRED STOCK"), at a Purchase Price of $75.00 per one one-hundredth of a share (the "PURCHASE PRICE"), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement (the "RIGHTS AGREEMENT"), dated as of December 18, 1998, between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent (the "RIGHTS AGENT"). Initially, the Rights will be attached to all Common Stock certificates representing shares outstanding as of the Record Date, and no separate Rights Certificate will be distributed. The Rights will separate from the Common Stock and a distribution date ("Distribution Date") will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "ACQUIRING PERSON") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (the "STOCK ACQUISITION DATE"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of the outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates will contain a notation incorporating the Rights Agreement by reference; and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights Agreement provides that Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and certain of their successors and affiliates, who together will be beneficial owners of approximately 12.5% of the Common Stock of the Company outstanding on December 18, 1998, are excluded from the definition of "Acquiring Person." The Rights are not exercisable until the Distribution Date and will expire at the close of b...
Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* J&N Invest LLC-Common stock underlying $215,000 convertible note Warrants to purchase shares of common stock* Xxx & Xxx Xxxx- Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Xxxxx X. Xxxxxxx-Common stock underlying $30,000 convertible note Warrants to purchase shares of common stock* Xxxx Xxxxxxx-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* Ramshead Holding Ltd.- Common stock underlying $30,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
