SELLING STOCKHOLDERS Clause Samples
SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements of Shares of Common Stock, Notes and Warrants” 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 common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, 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 common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise. 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 agreements with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, 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, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of...
SELLING STOCKHOLDERS. The shares of Common Stock being offered by the selling stockholders are those issuable to the selling stockholders pursuant to the terms of the Company’s promissory note. For additional information regarding the issuance of those Note, see “Loan Agreement” above. We are registering 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 note, the selling stockholders 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 stockholders. The second column lists the number of shares of Common Stock of the Company beneficially owned by each selling shareholder, based on its ownership of the Note, as of ______, 202_, assuming the conversion of the Note held by the selling stockholders on that date, without regard to any limitations on conversion. The third column lists the shares of Common Stock of the Company 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 the maximum number of shares of Common Stock of the Company issuable pursuant to the Note determined as if the unpaid principal amount of the Note was converted in full was exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the Commission, 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 in the Note. 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 Note, a selling stockholder may not be issued shares under the Note to the extent such issuance would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares which would exceed 9.99% of our then outstanding shares following such conversion of the Note. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of S...
SELLING STOCKHOLDERS. Subject to the terms of the Purchase Agreement, the Selling Stockholders may from time to time offer and sell any or all of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplement. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, the number of shares of our Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially owns. The Selling Stockholders may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”
SELLING STOCKHOLDERS. (i) All of the Securities to be sold by such Selling Stockholder hereunder have been placed in custody in book entry form pursuant to a stock custody agreement relating to such Securities, in the form heretofore furnished to you (each, a “Custody Agreement”), duly executed and delivered by such Selling Stockholder to Computershare, Inc., as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered an irrevocable power of attorney, in the form heretofore furnished to you (each, a “Power of Attorney”), appointing the persons specified therein as attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder at a price per share as determined by negotiations between the Selling Stockholders and the Representatives, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.
(ii) The Securities held in custody in book entry form for such Selling Stockholder under the Custody Agreement of such Selling Stockholder are subject to the interests of the Underwriters hereunder; the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney of such Selling Stockholder are to that extent irrevocable; the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether, in the case of any individual Selling Stockholder, by the death or incapacity of such Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust or, in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or similar organization, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Securities to be sold by such Selling Stockholder hereunder, the Securities to be sold by such Selling St...
SELLING STOCKHOLDERS. For additional information regarding the issuances of those shares of common stock being registered for resale in this registration statement, see “Private Placement of Shares of Common Stock” and “Business Combination of [•] and [•]” 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. 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 common stock, as of ________, 2023. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. The fourth column reflects the number of shares of common stock beneficially owned by each selling stockholder, assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned owner of Registrable Securities (as such term is defined in the Registration Rights Agreement) of Magenta., 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 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 Agreement dated as of May 2, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder 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 stockholder in the Registration Statement and the related prospectus.
SELLING STOCKHOLDERS. Each Selling Stockholder represents that (i) he, she or it has the absolute and unrestricted right, power and authority to enter into and to perform his, her or its obligations under each of the Transactional Agreements to which such Selling Stockholder is or may become a party, (b) this Agreement constitutes his, her or its legal, valid and binding obligation, enforceable against such Selling Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements will constitute the legal, valid and binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
SELLING STOCKHOLDERS. The name of such Selling Stockholder, the number of Shares to be sold by such Selling Stockholder and the address and other information with respect to such Selling Stockholder (excluding any percentages) which appears under the caption “Principal and selling stockholders” in the Prospectus constitute the only information furnished by or on behalf of each Selling Stockholder as such information is referenced in Sections 4 and 10 hereof.
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SELLING STOCKHOLDERS. The shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible debenture. For additional information regarding the issuance of those convertible notes, see “Private Placement of Convertible Debenture” 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 as otherwise notes and except for the ownership of the convertible Debenture issued pursuant to the Securities Purchase Agreement, 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 convertible debenture, as of ________, 200_, assuming conversion of all convertible debentures held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. 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 at least ___________ shares of common stock issued or issuable to the selling stockholders pursuant to the Securities Purchase Agreement. Because the conversion price of the convertible debenture 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 stockholders pursuant to this prospectus. Under the terms of the convertible debenture , a selling stockholder may not convert the convertible debenture to the extent such conversion would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible debenture which have not been converted. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell a...
SELLING STOCKHOLDERS. 1. Prime Security Services TopCo (ML), L.P.
2. Prime Security Services TopCo (▇▇ ▇▇), ▇.▇.