Current Holdings. Shareholder hereby represents and warrants that, as of the date hereof, Shareholder does not have, directly or indirectly, beneficial ownership of securities, or rights or options to own, acquire or vote any such securities (through purchase, exchange, conversion or otherwise), of the Company, other than the Retained Shares.
Current Holdings. The Subscriber has completed and returned to the Company, on the Selling Security holder Questionnaire and Notice attached hereto as Exhibit E, a true and complete statement of such Subscriber’s current holdings of the Company’s securities.
Current Holdings. The Shareholder hereby represents and warrants to German American that, on the date hereof, neither the Shareholder, individually or in concert with others acting as a 13D Group (as defined below), nor any of its principals, directors, members, general partners, managers, officers and controlled affiliates, are record or beneficial owners of any capital stock of German American or of any options or other rights, agreements or arrangements of any character that permit the Shareholder to acquire any capital stock of German American, except, in each case, as set forth on Exhibit A. A “13D Group” shall mean any group of persons or entities that is affiliated and acting in concert or that holds or is formed for the purpose of holding, voting, or disposing any voting securities of German American which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D if such group were to beneficially own voting securities representing more than five percent (5%) of any voting securities then outstanding. The Shareholder is not the legal or beneficial owner of any options, warrants, convertible securities (other than the Non-Voting Common Stock set forth on Exhibit A) or other rights, agreements, arrangements or commitments of any character that permit the Shareholder to acquire any capital stock of the Company.
Current Holdings. As of the date hereof, neither Purchaser nor any of its affiliates is the record or beneficial owner of any shares of the Company's equity securities.
Current Holdings. As of the date hereof and immediately prior to the sale and purchase of the Shares, the Purchaser holds of record and owns beneficially 2,863,165 shares of Common Stock (the “Existing Clal Stock”).
Current Holdings. Such Holder does not own, individually or together with any of the other Holders (actually or taking into account any stock that likely would be treated as owned by the Holders individually, collectively, or with any other Person for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder) more than 4.95% of the Company’s stock. For the avoidance of doubt, for purposes of this Agreement, the term stock and the measured ownership of stock shall not include Preferred Stock but shall include any other stock within the meaning and principles of Section 382 of the Code and the Treasury Regulations thereunder, including Treasury Regulation §1.382-2(a)(3), Treasury Regulation §1.382-4(d) (related to treatment of options, warrants, puts, contracts to acquire stock, an other similar rights as stock), and Treasury Regulation §1.382-2T(f)(18).
Current Holdings. All outstanding Equity Securities, and all existing rights and options respecting any Equity Securities (including any existing SARs and excluding the outstanding capital stock of Sub), are set forth on Schedule I hereto together with the beneficial owners thereof. It is understood and agreed among the parties that although the outstanding stock appreciation rights and options set forth on Schedule I (the "Equity Based Rights") hereto are obligations of the Company as of the date hereof, it is the intention of the parties that SG shall share on a pro rata basis any dilution or expense created by the exercise or retirement of such Equity Based Rights, as if such Equity Based Rights were obligations of KCLLC as of the date hereof. Notwithstanding the forgoing, SG shall have the right to approve, which approval shall not be unreasonably withheld, any structure, agreement, plan or other documentation proposed to be used to achieve such pro rata sharing; provided, however, that SG shall not be required to approve any such proposed structure, agreement, plan or other documentation that would cause SG to incur any cost or expense, or forgo any gain, other than its pro rata share of dilution or stock appreciation right payment.
Current Holdings. As of the date hereof, Investor, on behalf of clients, "beneficially owns," as that term is defined in Rule 13d-3 under the Exchange Act, 323,800 shares of Common Stock of the Company.
Current Holdings. As of the date hereof, Advantage owns 2,677 shares of Series A Convertible Preferred Stock, $0.01 par value of the Company (the "Series A Stock"), 3,000 shares of Series B Convertible Preferred Stock, $0.01 par value, of the Company (the "Series B Stock"), 11,847 shares of Common Stock, and warrants to purchase 137,500 shares of Common Stock. As of the date hereof, Koch xxxs no shares of Series A Stock, no shares of Series B Stock, no shares of Common Stock, and no warrants to purchase shares of Common Stock.
Current Holdings. Each of the Holder and Esopus Series A does not, individually, collectively or with any of their respective affiliates, including, without limitation, any other series of Esopus Creek Value Series Fund LP (such affiliates, collectively, the “Esopus Affiliates”), own (actually or taking into account any stock that likely would be treated as owned by the Holder or Esopus Series A individually, collectively or together with the Esopus Affiliates, or with any other Person for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder) more than 4.95% of the Company’s stock. For the avoidance of doubt, for purposes of this Agreement, the term stock and the measured ownership of stock shall not include Preferred Stock but shall include any other stock within the meaning and principles of Section 382 of the Code and the Treasury Regulations thereunder, including Treasury Regulation §1.382-2(a)(3), Treasury Regulation §1.382-4(d) (related to treatment of options, warrants, puts, contracts to acquire stock, an other similar rights as stock), and Treasury Regulation §1.382-2T(f)(18).
