SELLING SHAREHOLDERS Clause Samples
The 'Selling Shareholders' clause identifies and defines the individuals or entities who are offering their shares for sale in a transaction, such as an initial public offering or a private sale. This clause typically lists the names of the selling shareholders, the number of shares each is selling, and may outline any specific rights or obligations they have in connection with the sale. Its core practical function is to provide transparency regarding who is divesting ownership and to ensure all parties understand the allocation of shares being sold, thereby preventing disputes and clarifying the structure of the transaction.
POPULAR SAMPLE Copied 2 times
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 Common Shares 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 ________, 2018, 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 __________________ 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 stock which would exceed [4.99]% of our then outstanding common stock following...
SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” 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 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 our 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 notes, as of [●], 2024, assuming the conversion of the notes 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 maximum number of shares of common stock issuable pursuant to the notes, determined as if the notes were converted 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 conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. 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 The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities ...
SELLING SHAREHOLDERS. The warrants and the ordinary shares underlying such warrants (the “ordinary shares”) 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 ordinary shares and warrants, see “Private Placement of Ordinary Shares and Warrants” above. We are registering the warrants and ordinary shares in order to permit the selling shareholders to offer the warrants and ordinary shares for resale from time to time. Except for the ownership of the ordinary shares 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 warrants and the ordinary shares by each of the selling shareholders. The second and third columns list the number of ordinary shares and warrants, respectively, beneficially owned by each selling shareholder, based on its ownership of the ordinary shares and warrants, as of _______, 2023, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The fourth and fifth columns list the ordinary shares and warrants, respectively, 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 warrants issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of shares of ordinary shares 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 [and other warrants held by the selling shareholders], a selling shareholder may not exercise [any such] warrants...
SELLING SHAREHOLDERS. The Class A Ordinary Shares 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 Class A Ordinary Shares and warrants, see “Private Placement of Class A Ordinary Shares and Warrants” above. We are registering the Class A Ordinary Shares in order to permit the selling shareholders to offer the Class A Ordinary Shares for resale from time to time. Except for the ownership of the Class A Ordinary Shares 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 Class A Ordinary Shares by each of the selling shareholders. The second column lists the number of Class A Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the Class A Ordinary Shares and warrants, as of [*], 2026, 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 Class A Ordinary Shares being offered by this prospectus by the selling shareholders. The fourth column assumes the sale of all of the Class A Ordinary Shares offered by the selling shareholders pursuant to this prospectus. 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 Class A Ordinary Shares issued to the selling shareholders in the “Private Placement of Class A Ordinary Shares and Warrants” described above and (ii) the maximum number of Class A Ordinary Shares 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 rights agreement, without regard to any limitations on the exercise of the warrants. 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 benefici...
SELLING SHAREHOLDERS. Selling Shareholders" shall have the meaning specified in the introductory paragraph of the Agreement.
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 conversion of the debentures. For additional information regarding the issuances of those shares of debentures see “Private Placement of Debentures” 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 debentures, the selling shareholders have not had any material relationship with us within the past three years.
SELLING SHAREHOLDERS. Beijing Yitu Youdao Technology Center (Limited Partnership) (北京易图有道科技中心（有限合伙）) By: Name: Title: Beijing Yitu Jingshi Technology Center (Limited Partnership) (北京易图精实科技中心（有限合伙） By: Name: Title:
SELLING SHAREHOLDERS. 24 2.29 Full Disclosure...........................................25 2.30
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.
SELLING SHAREHOLDERS. 2.19.1 To the best of Company's knowledge, there is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any Shareholder to comply with or perform such Shareholder's covenants or obligations under the Agreement. No event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding;
2.19.2 To the best of Company's knowledge, no Consent or Governmental Authorization by any Person is required in connection with the execution, delivery and performance by any Shareholder of this Agreement or the consummation of the transactions contemplated hereby;
2.19.3 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, neither the execution and delivery of this Agreement or any other agreement herein contemplated to be entered into by each Shareholder, nor the consummation of such transactions nor the fulfillment of the terms thereof, violates or will violate, or results or will result in a Breach of any of the terms and provisions of, or constitutes or will constitute a default under, or conflicts or will conflict with, or results or will result in any augmentation or acceleration of rights, benefits or obligations of any party under any agreement, indenture or other instrument to which such Shareholder is a party or is bound;
2.19.4 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, each Shareholder is, and at Closing will be, the record and beneficial owner and holder of the Shares, free and clear of any Encumbrances