Beneficial Ownership of Securities. Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any securities or shares of Common Stock issued upon conversion of any securities.
(a) Number of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned: ----------------------------------------------------- ----------------------------------------------------- Number of shares of Common Stock (if any) issued upon conversion of securities:
(b) Number of securities other than Registrable Securities beneficially owned: ----------------------------------------------------- ----------------------------------------------------- Number of shares of Common Stock (if any) issued upon conversion of such other securities: -----------------------------------------------------
(c) Number of Registrable Securities to be included in the Registration Statement: ----------------------------------------------------- ----------------------------------------------------- Number of shares of Common Stock (if any) issued upon conversion of Registrable Securities which are to be included in the Registration Statement: -----------------------------------------------------
(d) Except as set forth above in this Item (3), the undersigned Selling Securityholder is not the beneficial or record owner of any shares of Common Stock or any other security of the Company. ----------------------------------------------------- -----------------------------------------------------
(a) State whether the undersigned Selling Securityholder has or will enter into "hedging transactions" with respect to shares of Company Common Stock. Yes [ ] No [ ] If yes, you must provide a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, the extent to which such hedging transactions remain in place. ----------------------------------------------------- ----------------------------------------------------- Please note that the SEC may deem short sales of securities covered by a registration statement prior to the effectiveness of such registration statement as a violation of Section 5 of the Securities Act.
(b) State whether the undersigned Selling Securityholder has sold any of the Registrable Securities or shares of common stock of the Company short since the date of original issuance of the Registrable Securities. Yes [ ] No [ ] If yes, you must pr...
Beneficial Ownership of Securities. The Company hereby acknowledges and agrees that the Purchaser is entering into an arrangement with NBC (and/or one of its Subsidiaries) regarding the joint voting and control by the Purchaser and NBC (and/or one or more of their respective Subsidiaries) of the Warrants, the Preferred Stock and the Common Stock issuable upon exercise or conversion thereof. Therefore, both the Purchaser and NBC (and/or one of its Subsidiaries) will be deemed to Beneficially Own such securities and the Company hereby acknowledges and agrees to such Beneficial Ownership arising from its issuance of such securities. In the event that NBC and the Purchaser are no longer Affiliates of each other, the Company and Purchaser agree that the Warrant shall immediately terminate and the Company shall issue a new warrant to NBC or its Subsidiary (the "Replacement Warrant") having the same terms as the Warrant, except that the provision described in this sentence will not be contained in the Replacement Warrant. NBC or one of its Subsidiaries will at all times own at least 50% of the economic interest in the Replacement Warrant. The Company hereby acknowledges and agrees that NBC shall be a third party beneficiary hereunder, entitled to the benefits of this Section 2.4 and to enforce its provisions.
Beneficial Ownership of Securities. Without in any way derogating from the validity and enforceability of the mortgage charge, hypothecation, pledge and grant of security interest described in this Agreement, and the rights and remedies of INI with respect thereto, until the occurrence of an Event of Default and the determination of INI to enforce its rights under this Agreement, BIO-ONE shall be the beneficial owner of the Securities.
Beneficial Ownership of Securities. Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any securities or shares of Common Stock issued upon conversion of any securities.
(a) Number of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned: Number of shares of Common Stock (if any) issued upon conversion of securities:
(b) Number of securities of the Company other than Registrable Securities beneficially owned: Number of shares of Common Stock (if any) issued upon conversion of such other securities:
(c) Number of Registrable Securities to be included in the Registration Statement (Unless otherwise indicated below, all Registrable Securities listed in response to Item (3)(a) above will be included in the Registration Statement): Number of shares of Common Stock (if any) issued upon conversion of Registrable Securities which are to be included in the Registration Statement:
(d) Except as set forth above in this Item (3), the undersigned Selling Securityholder is not the beneficial or record owner of any shares of Common Stock or any other security of the Company. Yes ¨ No ¨
(e) If the undersigned Selling Securityholder is the beneficial or record owner of any shares of Common Stock or any other security of the Company, did you acquire such shares or other securities in the ordinary course of business? Yes ¨ No ¨ At the time of purchase of such shares or other securities, did you have any agreements or understandings, directly or indirectly, with any person to distribute the shares or other securities? Yes ¨ No ¨ If yes, please describe such agreements or understandings:
Beneficial Ownership of Securities. Except as set forth below in this Item (4), the undersigned is not a Beneficial Owner of any Securities.
(a) Number of Registrable Securities (as defined in the Registration Rights Agreement) Beneficially Owned: CUSIP No(s). of such Registrable Securities:
(b) Number of Securities other than Registrable Securities Beneficially Owned: CUSIP No(s). of such Registrable Securities:
(c) Number of Registrable Securities that the undersigned wishes to be included in the Shelf Registration Statement:
(d) CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
Beneficial Ownership of Securities. Note: For clarification, a beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) voting power, including the power to vote, or to direct the voting of, such security; and/or, (ii) investment power which includes the power to dispose, or to direct the disposition of, such security. Include in your responses below, those Securities or Ordinary Shares issuable upon exercise of the Securities which you have the right to acquire beneficial ownership of within 60 days. Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any Securities or Ordinary Shares issuable upon exercise of the Securities.
(a) Amount and type of Registrable Securities beneficially owned: CUSIP No(s). of such Registrable Securities:
(b) Amount of Securities or Ordinary Shares issuable upon exercise of the Securities other than Registrable Securities beneficially owned: CUSIP No(s). of such other Securities and Ordinary Shares:
(c) Amount and type of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement: CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
Beneficial Ownership of Securities. Beneficial ownership of Securities deposited with the Depositary hereunder will, unless a Receipt representing such Securities is transferred in accordance with this Agreement, at all times remain with the Beneficial Owner unaffected by the deposit with the Depositary.
Beneficial Ownership of Securities. Except as set forth below in this Item (4), the undersigned is not a Beneficial Owner of any Securities or shares of Common Stock issued upon conversion of any Securities.
(a) Principal amount of Registrable Securities (as defined in the Registration Rights Agreement) Beneficially Owned: CUSIP No(s). of such Registrable Securities: Number of shares of Common Stock (if any) issued upon conversion of such Registrable Securities: (b) Principal amount of Securities other than Registrable Securities Beneficially Owned: CUSIP No(s). of such other Securities:
Beneficial Ownership of Securities. Except as set forth below in this Item (2), the undersigned Selling Shareholder does not beneficially own any Common Shares or Common Shares issuable upon exercise or conversion of any Company securities.
(a) Number of Common Shares purchased under the Purchase Agreement and beneficially owned:
(b) Number of Common Shares beneficially owned other than shares received under the Merger Agreement:
Beneficial Ownership of Securities. Except as set forth below in this Item (4), the undersigned is not a Beneficial Owner of any Securities.
(a) Number of Registrable Securities (as defined in the Registration Rights Agreement) Beneficially Owned: ___________________________________________ CUSIP No(s). of such Registrable Securities: _______________________________
(b) Number of Securities other than Registrable Securities Beneficially Owned: _______________________________________________________________ CUSIP No(s). of such other Securities: ____________________________________
(c) Number of Registrable Securities that the undersigned wishes to be included in the Shelf Registration Statement: __________________________________ CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement: ___________________________________________________________
