Selling Shareholder. The shares of common stock being offered by the selling shareholder are those issuable to the selling shareholder pursuant to the [Credit Agreement]. For additional information regarding the [Credit Agreement], see “[_____]” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time.1 The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder as of ________, 20__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the number of shares of common stock issued and issuable pursuant to the [Credit Agreement], subject to adjustment as provided in the registration rights agreement and the [Credit Agreement] and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the Credit Agreement. Because the number of shares issuable pursuant to the [Credit Agreement] may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the [Credit Agreement], the selling shareholder may not receive shares to the extent such receipt would cause the selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances, [4.9][9.9]% of our then outstanding shares of common stock following such receipt. The number of shares in the second column does not reflect this limitation. __________________ 1 NTD: Other relationships between the Company and MGG to be described. The selling shareholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Shares of Common Stock Owned Prior to Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After Offering Percentage of Shares of Common Stock Owned ...
Selling Shareholder. Name: Xxx Xxxxxxxxx ------------------------------------- (print or type) Signature: /s/ Xxx Xxxxxxxxx 4/26/99 -------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 12,500 shares of Global Gold, Inc. for 18,750 shares of Delta Common Stock.
Selling Shareholder. (a) The Selling Shareholder has the capacity and financial capability to comply with and perform all of such Selling Shareholder's covenants and obligations under each of the Transactional Agreements to which such Selling Shareholder is or may become a party.
Selling Shareholder. This term is defined in Section 6.02 of the Shareholder Agreement.
Selling Shareholder. With respect to any registration statement, any Holder whose Registrable Securities are included therein.
Selling Shareholder. The term “Selling Shareholder” shall have the meaning set forth in Section 4.1 of this Agreement.
Selling Shareholder. The Company and the Section 2(a) Selling Shareholder will, jointly and severally, indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any ADS Registration Statement or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Statutory Prospectus as of any time, the Final Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d), or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Section 2(a) Selling Shareholder will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written inform...
Selling Shareholder. By: ------------------------------- Howard P. Silverman PLACEMENT AGENT WEST AMERICA SECURITIES CORP By: -------------------------------
Selling Shareholder. Without prejudice to Section 2.1(a), each Senior Investor shall also have the right, exercisable upon written notice (the “Co-Sale Exercise Notice”) to the Selling Investor within 20 business days after the date the ROFR Notice is delivered, to participate in the sale of the Investor Sale Shares on the same terms and conditions as such Selling Investor (the “Senior Investor Co-Sale Right”). Each Senior Investor exercising the Senior Investor Co-Sale Right shall indicate the number of Series E Preference Shares, Series F Preference Shares and/or Series G Preference Shares, as applicable, such Senior Investor wishes to sell. Each Senior Investor may elect to sell to the proposed transferee (or, upon the unwillingness of any proposed transferee to purchase directly from the Senior Investor, to the Selling Investor) shares of Series E Preference Shares, Series F Preference Shares or Series G Preference Shares equal to all or some of such Senior Investor’s Senior Investor Co-Sale Pro Rata Share (as defined below) of the number of the Investor Sale Shares. To the extent the Senior Investors exercise their Senior Investor Co-Sale Right in accordance with the terms and conditions set forth herein, the number of Investor Sale Shares that the Selling Investor may sell in the transaction shall be correspondingly reduced. In the event of any Senior Investor not exercising its Senior Investor Co-Sale Right in full (the “Unused Allocation”), the Selling Investor shall by notice in writing notify the other Senior Investors who have exercised their respective Senior Investor Co-Sale Rights in full (and who have indicated in their Co-Sale Exercise Notice their desire to sell additional number of shares of Series E Preference Shares, Series F Preference Shares or Series G Preference Shares) and such investors shall have the right, within a period of 20 business days after the date the ROFR Notice is delivered, to sell to the proposed transferee (or, upon the unwillingness of any proposed transferee to purchase directly from the Senior Investor, to the Selling Investor) such number of additional shares of Series E Preference Shares, Series F Preference Shares or Series G Preference Shares which is equal to its proportionate share of the Series E Preference Shares, Series F Preference Shares or Series G Preference Shares comprised in the Unused Allocation.
Selling Shareholder. 38 9.14 Opinion of Representative's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 9.15