SELLING. STOCKHOLDERS The common stock being offered by the selling stockholders are those [previously issued] [issuable to] the selling stockholders upon conversion of the preferred stock. For additional information regarding the issuances of those shares of preferred stock, see “Private Placement of Preferred Shares” 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 the shares of preferred stock and common stock and as otherwise set forth in this prospectus, 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 preferred stock, common stock and warrants, as of ________________, 2023, assuming conversion of the preferred stock and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or 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 maximum number of shares of common stock issuable upon conversion of the preferred stock, determined as if the outstanding shares of preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC as of the trading day immediately preceding the applicable date of determination and subject to adjustment as provided in the registration rights agreement, without regard to any limitations on the conversion of the preferred stock. 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 Certificate of Designation, a selling stockholder may not convert the preferred stock to the extent such conversion 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%][19.99%] of our then outstanding...
SELLING b. Repairing;
SELLING. Each Underwriter severally (and not jointly) agrees as follows:
SELLING. SHAREHOLDERS On [•], 2017, pursuant to a securities purchase agreement with certain accredited investors dated October [•], 2017, we sold in a private placement [•] common shares at a price per share of $[•]. The table below sets forth, to our knowledge, information about the selling shareholders as of [•], 2017. We do not know when or in what amounts the selling shareholders may offer shares for sale. The selling shareholders might not sell any or all of the shares registered pursuant to the registration statement of which this prospectus forms a part. Because the selling shareholders may offer all or some of the shares pursuant to the registration statement of which this prospectus forms a part and because there are currently no agreements or understandings with respect to the sale of any shares, we cannot estimate the number of shares that will be held by the selling shareholders after completion of this offering. However, for purposes of this table, we have assumed that, after completion of this offering, none of the shares covered by this prospectus will be held by the selling shareholders. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of our common shares. The number of common shares beneficially owned prior to the offering for each selling shareholder includes (i) all of our common shares held by such selling shareholder prior to the private placement plus (ii) all of our common shares purchased by such selling shareholder pursuant to the private placement and being offered pursuant to the prospectus. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the person named below. Throughout this prospectus, when we refer to the common shares being offered by this prospectus on behalf of the selling shareholders, we are referring to the common shares sold in the private placement, unless otherwise indicated. The selling shareholders may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their common shares since the date on which the information in the table below is presented. Information about the selling shareholders may change over time. Prior to Offering(1) After Offering(1) Name and Address Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Number of Shares Offered Number of Shares Beneficially Owned Percentage of ...
SELLING. If at any time during the show, the Board of Directors deems a selling item inappropriate for the NH Farm & Forest Expo, they will immediately stop the selling of the item and have the exhibitor remove it from the show. Therefore, if you are uncertain as to the acceptance of a selling item, call our office at (000)000-0000. Remember, your mode of selling is your responsibility. The safety of your cash box is also your responsibility. While the main focus of the Expo will always remain educational, the Farm & Forest Board of Directors do allow direct sales of strictly agricultural and forestry related items. There is to be absolutely NO raffling or selling of live animals during the trade show and that any raffles must be approved in advance by the Exposition Manager following State of NH RSA’s.
SELLING. No advertising or other items shall be placed or posted on walls or doors in or about the Facility without prior written permission of Alamo Colleges District. Alamo Colleges District’s name shall not be used to suggest co-sponsorship or endorsement of any activity, except with the prior written approval by Alamo Colleges District. Solicitation of donations is prohibited. Organization shall not make audio or video recordings, televise, or broadcast an event or any portion thereof without Alamo Colleges District’s written permission provided at least three (3) days in advance.
SELLING. Subprime Loans closed and funded in MC's name shall be sold by MC to the appropriate Participating Lender or other lender. MC will be responsible for coordinating the sale, collecting the proceeds, and other tasks involved in the sale. Nothing in this Agreement may be construed to preclude ILSI from processing, closing and funding mortgage loans in its own name in the future, as a correspondent lender or as an originator or broker of loans for wholesale lenders, but such activities will not relieve ILSI of its obligations under this Agreement.
SELLING. CALLS An investor who sells a call believes that the underlying stock price will fall and that they will be able to profit from a decline in the stock price by sell- ing calls. An investor who sells a call is obligated to deliver the underlying stock if the buyer decides to exercise the option. When looking to establish a position, the seller must determine their: • Maximum gain. • Maximum loss • Breakeven MAXIMUM GAIN SHORT CALLS For an investor who has sold uncovered or naked calls, maximum gain is always limited to the amount of the premium they received when they sold the calls MAXIMUM LOSS SHORT CALLS An investor who has sold uncovered or naked calls does not own the underly- ing stock and, as a result, has unlimited risk and the potential for an unlimited loss. The seller of the calls is subject to a loss if the stock price increases. Since there is no limit to how high a stock price may rise, there is no limit to the mount of the loss DETERMINING THE BREAKEVEN FOR SHORT CALLS An investor who has sold calls must determine where the stock price must be at expiration in order for the investor to break even on the transaction. An investor who has sold calls has received the premium from the buyer in the hopes that the stock price will fall. If the stock appreciates, the investor may begin to lose money. The stock price may appreciate by the amount of the option premium received and the investor still will break even at expi- ration. To determine an investor’s breakeven point on a short call, use the following formula: EXAMPLE Breakeven Strike price premium An investor has established the following option position: Short 1 XYZ May 30 call at 3 The investor’s maximum gain, maximum loss, and breakeven will be: Maximum gain: $300 (The amount of the premium received) Maximum loss: Unlimited Breakeven: $33 3 (Strike price premium) If, at expiration, XYZ is at exactly $33 per share and the investor closes out the transaction with a closing purchase or has the option exercised against them, they will break even excluding transaction costs. Notice the relationship between the buyer and the seller: Call Buyer Call Seller Maximum Gain Unlimited Premium received Maximum Loss Premium paid Unlimited Breakeven Strike price premium Strike price premium Wants Option to Exercise Expire Because an option is a two-party contract, the buyer’s maximum gain is the seller’s maximum loss and the buyer’s maximum loss is the seller’s maximum gain. Both the buyer and the seller wi...
SELLING. SECURITYHOLDER INFORMATION. The Company may require each Holder of Transfer Restricted Securities as to which any registration is being effected to furnish to the Company, within 20 Business Days after written request therefor has been made by the Company, such information regarding the distribution of such Transfer Restricted Securities as is required by law to be disclosed in the applicable Registration Statement (the "Requisite Information"). The Company shall file, within two Business Days of the receipt of notice from any Holder which includes the Requisite Information with respect to such Holder, a Prospectus supplement pursuant to Rule 424 to amend or supplement such Registration Statement to include in the Registration Statement the Requisite Information as to such If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. No Holder shall be entitled to use the Prospectus unless and until such Holder shall have furnished the information required by this Section 2(c) in accordance with the first or second paragraph hereof.
SELLING. STOCKHOLDERS The shares of common stock being offered by the selling shareholders are those issuable upon conversion of the secured convertible notes. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. [Except for the ownership of the secured convertible notes, the selling shareholders have not had any material relationship with us within the past three years.] The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of the secured convertible notes, as of ________, 2018, assuming conversion of all secured convertible notes held by the selling shareholders on that date, without regard to any limitations on conversions and/or redemptions of the secured convertible notes. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.