SELLING SECURITYHOLDERS. The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of Common Stock and warrants, see “Private Placement of Common Stock and Warrants” above. We are registering the shares of Common Stock in order to permit the Selling Securityholders 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 Securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the Selling Securityholders 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 Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Securityholders in the “Private Placement 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 Securityholders pursuant to this prospectus. Under the terms of the warrants, a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of ...
SELLING SECURITYHOLDERS. Number of Shares Name of Selling Securityholders to be Sold ------------------------------------- ------------- Jamex X. Xxxxxx 150,000 John X. Xxxxxxxxxx 25,000 Thomxx X. XxXxxxx 10,000 R. Kirbx Xxxxxx 40,000 Emilx X. Xxxxx 31,000 Kevix X. Xxxxx 25,243 Sirrom Investments, Inc. 14,278 Clinxxx X. Xxxxxx 7,950 Bobbx Xxxx 5,000 Donaxx Xxxxxxx 2,524 ------- TOTAL 310,995 ======= MATTERS TO BE COVERED IN THE OPINION OF BROBXXX, XXLEGER & HARRXXXX XXX COUNSEL FOR THE COMPANY AND THE SELLING SECURITYHOLDERS
SELLING SECURITYHOLDERS. If the registration statement of which this prospectus forms a part is used by selling securityholders for the resale of any securities registered thereunder pursuant to a registration rights agreement to be entered into by the company with such selling securityholders or otherwise, information about such selling securityholders, their beneficial ownership of the securities and their relationship with the company will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Exchange Act that are incorporated by reference into such registration statement.
SELLING SECURITYHOLDERS. Each Selling Securityholder agrees to be bound, to the fullest extent provided herein, by all decisions with respect to this Agreement made by Selling Securityholders owning a majority of the Common Stock outstanding on the date hereof.
SELLING SECURITYHOLDERS. By: ----------------------------- Attorney-in-fact The foregoing Underwriting Agreement is hereby confirmed and accepted by us in San Francisco, California as of the date first above written. VOLPE, WELTY & COMPANY DILLON, READ & CO. INC. WHEAT FIRST BUTCHER SINXXX Xxxxxx for ourselvxx xxx as Representatives of the several Underwriters named in the attached Schedule A BY: VOLPE, WELTY & COMPANY By: ------------------------- General Partner SCHEDULE I NUMBER OF SHARES TO BE UNDERWRITERS PURCHASED -------------------------------------------------------------------------------- Volpe, Welty & Company ..................................... Dillon, Rxxx & Xx. Xxc...................................... Wheat, Fixxx Xxcurities, Inc. .............................. Total..................................... ========= 2,150,000 SCHEDULE II SELLING SECURITYHOLDERS MAXIMUM NUMBER OF NUMBER OF NAME AND ADDRESS FIRM SHARES OPTIONAL SHARES OF SELLING SECURITYHOLDERS TO BE SOLD TO BE SOLD ------------------------------------------------------------------------------- Total....................... ========== ========== 900,000 ANNEX A Matters to be Covered in the Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. Counsel for the Comxxxx and the Selling Securityholders
SELLING SECURITYHOLDERS. The following table sets forth the names of the Selling Securityholders, the number of ordinary shares owned by such Selling Securityholders including ordinary shares issuable upon exercise of the Warrants and UPO. The table also provides information regarding the beneficial ownership of our ordinary shares by the Selling Securityholders as adjusted to reflect the assumed sale of all of the ordinary shares being offered by this prospectus. Percentages of beneficial ownership before the Resale Offering are based on 13,512,400 ordinary shares being resole pursuant to the registration statement out of the 67,461,998 ordinary shares. Beneficial ownership is based on information furnished by the Selling Securityholder. Unless otherwise indicated and subject to community property laws where applicable, the Selling Securityholder named in the following table has, to our knowledge, sole voting and investment power with respect to the Shares beneficially owned by him, her or it. The Selling Securityholders have no agreement or understanding to distribute any of the Ordinary Shares being registered. The Selling Securityholders may offer for sale from time to time any or all of the Shares, subject to the agreements described in the “Plan of Distribution.” The table below assumes that the Selling Securityholder will sell all of the Shares offered for sale hereby: Name of Selling Securityholder Ordinary Shares Beneficially Owned Prior to the Resale Offering(1) Maximum Number of Ordinary Shares to be Sold Number of Ordinary Shares Owned after the Resale Offering Percentage Ordinary Shares Ownership After the Resale Offering (%) Williamsburg Venture Holdings, LLC (1) [ ] [*] [*] [*]
SELLING SECURITYHOLDERS. By: ------------------------------- Xxxx Seinen, as duly appointed attorney for those owning Class A Common Shares Discovery Enterprises Inc. By: ------------------------------- Name: Title: Working Opportunity Fund (EVCC) Ltd. by its manager Growth Works Capital Ltd. By: ------------------------------- Name: Title: Ventures West III - Canada Limited Partnership, by its General Partner, Ventures West Management III Ltd. By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: SCC Canada Inc., acting as agent for and on behalf of Finova (Canada) Capital Corporation and The Toronto Dominion Bank By: ------------------------------- Name: Title: OPTION HOLDERS: EXHIBIT A CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A):
SELLING SECURITYHOLDERS. NUMBER OF FIRM SELLING SECURITYHOLDER SECURITIES TO BE PURCHASED ------------------------ -------------------------- Xxxxxx X. Xxxxxxx 250,000 Xxxx X. Xxxxxx 3,700 Xxxxx Xxxxxxxxxx 2,000 Xxxxx X. Xxxxxxxx 300,000 Xxxxxx X. Xxxxxxxx 12,000 SCHEDULE 3
SELLING SECURITYHOLDERS. Selling securityholders are persons or entities that, directly or indirectly, have acquired or will from time to time acquire from us common stock, preferred stock, warrants, debt securities or units, as applicable, in various private transactions. Such selling securityholders may be parties to registration rights agreements with us, or we otherwise may have agreed or may agree in the future to register their securities for resale. The initial purchasers of our securities, as well as their transferees, pledgees, donees or successors, all of whom we refer to as “selling securityholders,” may from time to time offer and sell the securities pursuant to this prospectus and any applicable prospectus supplement. The selling securityholders may offer for sale all or some portion of the securities that they hold. To the extent that any of the selling securityholders are broker or dealers, they are deemed to be, under interpretations of the SEC, “underwriters” within the meaning of the Securities Act. The applicable prospectus supplement will set forth the name of each of the selling securityholders and the number and classes of our securities beneficially owned by such selling securityholders that are covered by such prospectus supplement. The applicable prospectus supplement will also disclose whether any of the selling securityholders has held any position or office with, has been employed by or otherwise has had a material relationship with us during the three years prior to the date of the prospectus supplement.
SELLING SECURITYHOLDERS. On or prior to the Closing, Heritage, the Selling Securityholder Representative (hereinafter defined) and State Street Bank and Trust Company (or such other person as Heritage and the Selling Securityholder Representative shall mutually select) (the "Seller Escrow Agent") shall enter into an Atrium Corporation Selling Securityholders' Escrow Agreement in the form of Exhibit F, subject only to the comments, if any, of the Seller Escrow Agent as to its rights and obligations thereunder (the "Seller Escrow Agreement"). Notwithstanding any
