SELLING Sample Clauses

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...
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SELLING b. Repairing;
SELLING. Each Underwriter severally (and not jointly) agrees as follows:
SELLING. SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. 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 shares of common stock and the warrants, 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 common stock and warrants, as of ________, 2021, assuming exercise of the warrants held by the selling shareholders 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 shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the 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 any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common s...
SELLING. PROCEDURES
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. SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Xxxxxxx Hygiene Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights (the “Registration Rights Agreement”) to which this document is annexed. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In lieu of the form of Questionnaire attached to this Selling Shareholder Notice, the Selling Shareholder may submit a questionnaire that it customarily uses provided that substantially similar information is provided. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus. PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 NOTICE The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE
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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. STOCKHOLDERS By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: As Attorneys-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX XXXXX BARNEY INC. BANC OF AMERICA SECURITIES LLC HSBC SECURITIES (USA) INC. U.S. BANCORP XXXXX XXXXXXX INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: -------------------------------- Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Initial Name of Underwriter Securities ----------------------------------------------------------------------------- ----------- Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated............................ Xxxxxxx Xxxxx Barney Inc. Banc of America Securities LLC............................................... HSBC Securities (USA) Inc.................................................... U.S. Bancorp Xxxxx Xxxxxxx Inc............................................... ---------- Total..................................................................... 9,000,000 ========== Sch A-1 SCHEDULE B Number of Maximum Initial Number of Securities to be Option Securities Sold to Be Sold ---------------- ----------------- UTStarcom, Inc............................................ 6,050,000 1,350,000 Selling Stockholders: Part A ------ Xxxxxxxx Xxxx.......................................... 1,375,739 0 Xxxx Xx................................................ 940,749 0 Hong Xxxxx Xx.......................................... 200,000 0 Softbank Ventures, Inc................................. 185,384 0 Xxxx Xxxxxxxxx......................................... 100,000 0 Part B ------ Stable Gain International Limited...................... 148,128 0 --------- --------- Total.............................................. 9,000,000 1,350,000 ========= ========= SCHEDULE C UTSTARCOM, INC. 9,000,000 Shares of Common Stock (Par Value $.00125 Per Share)
SELLING. JURISDICTIONS The Units may be sold in British Columbia, Ontario and in certain "offshore" jurisdictions outside Canada and the United States (the "Selling Jurisdictions") in accordance with the provisions of this Subscription Agreement. EXEMPTIONS The Offering will be made in accordance with the "Accredited Investor" exemption from the prospectus requirements (section 2.3 of National Instrument 45-106) or the "Family, Friends and Business Associates" exemption from the prospectus requirements (section 2.5 of National Instrument 45-106).
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