Beneficial Ownership Reporting Sample Clauses

Beneficial Ownership Reporting. Rollover Investor shall notify each other holder of capital stock of the Company that signs a contribution and exchange agreement substantially similar to this Agreement (the “Other Rollover Investors”) and Parent of any changes to the information contained on Exhibit A with respect to Rollover Investor within four (4) days of such change occurring and shall, upon request, provide such additional information as required for the Other Rollover Investors to satisfy their respective reporting obligations pursuant to Section 13(d) of the Exchange Act or any successor provision thereof. Any report that Rollover Investor files with or furnishes to the SEC and which report is made publicly available on the SEC’s XXXXX system within four (4) business days of such change occurring shall be deemed to constitute prompt notification pursuant to this Section 9(c) by such filing or furnishing Rollover Investor of changes in ownership described in such report. If Rollover Investor is required to disclose information contemplated by this Section 9(c) to the Other Rollover Investors, it shall request that Parent provide it with the contact information for the Other Rollover Investors and Parent shall promptly and timely provide such information. The obligations set forth in this Section 9(c) shall terminate at the Rollover Closing.
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Beneficial Ownership Reporting. To the extent that the reporting obligations under Section 16 of the Exchange Act do not apply to the Company, each Shareholder Party shall notify each other Shareholder Party upon increasing or decreasing its shareholding percentage (to be calculated on the issued share capital of the Company) above or below 20%, 15%, 10% and 7.5%. Each Shareholder Party shall, upon request, provide such additional information as required for the Shareholder Parties to satisfy their respective reporting obligations pursuant to Section 13(d) of the Exchange Act or any successor provision thereof.
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Beneficial Ownership Reporting. Section 16.5 of the Repurchase Agreement is amended by adding a new clause (i) thereto, to read as follows: (i) Upon request of the Administrative Agent, a Beneficial Ownership Certification, and (ii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
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Beneficial Ownership Reporting. Rollover Investor shall notify each other holder of capital stock of the Company that signs a contribution and exchange agreement substantially similar to this Agreement (the “Other Rollover Investors”) and Parent of any changes to the information contained on Exhibit A with respect to Rollover Investor within four (4) days of such change occurring and shall, upon request, provide such additional information as required for the Other Rollover Investors to satisfy their respective reporting obligations pursuant to Section 13(d) of the Exchange Act or any successor provision thereof. Any report that Rollover Investor files with or furnishes to the SEC and which report is made publicly available on the SEC’s XXXXX system within four (4) days of such change occurring shall be deemed to constitute prompt notification pursuant to this Section 9(c) by such filing or furnishing Rollover Investor of changes in ownership described in such report.
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Beneficial Ownership Reporting. Each of DBR and SFI shall, as promptly as practicable after the Effective Time, file with the SEC an amendment to its Schedule 13D relating the Common Stock in which each such party shall make appropriate disclosure of the termination of the Voting Agreement and any other arrangements relating to their respective holdings of Common Stock as provided for in paragraphs 1 and 2 above.
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Beneficial Ownership Reporting. (a) Each Shareholder shall notify each other Shareholder of any changes to the information contained in Schedule A with respect to such Shareholder or any of its Subordinate Shareholders within four (4) days of such change occurring and shall, upon request, provide such additional information as required for the Shareholders and Subordinate Shareholders to satisfy their respective reporting obligations pursuant to Section 13(d) of the Exchange Act or any successor provision thereof. Any report that a Shareholder files with or furnishes to the SEC and which report is made publicly available on the SEC’s XXXXX system within four (4) days of such change occurring shall be deemed to constitute prompt notification pursuant to this Section 5.1(a) by such filing or furnishing Shareholder of changes in ownership described in such report. (b) For so long as SoftBank or its respective Subordinate Shareholders own Equity Securities directly on the Company’s share register, the Company shall promptly provide upon request by SoftBank or its respective Subordinate Shareholders written evidence to the requesting party of its ownership of such Equity Securities. Such documentation may include, without limitation, a certified copy of the portion of the Company’s register of members and capitalization table demonstrating such party’s ownership, a certificate of an officer of the Company or such other form of documentation reasonably satisfactory to the requesting party.
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Beneficial Ownership Reporting. 2.10.1 If the Buyer Ownership Percentage is less than 5% and this Agreement would have expired but for Buyer’s continuing guarantee of the Bank Loan, Buyer shall deliver to Seller prior to the first day of each quarter a Statement of Beneficial Ownership for such quarter. 2.10.2 If, for any quarter, Buyer fails to deliver a Statement of Beneficial Ownership, Seller may deem the Buyer Ownership Percentage to be the same as reported in the last Statement of Beneficial Ownership received by Seller. If, due to a failure to deliver a Statement of Beneficial Ownership, Buyer purchases an amount of Product that is different than the amount it was required to purchase, that difference shall be added or subtracted, as appropriate, to the amount of Product delivered to Buyer as soon as practicable following Seller’s receipt of the delayed Statement of Beneficial Ownership, and shall be priced at the average Product Price for the month in which it should have been delivered.
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Beneficial Ownership Reporting. Employee acknowledges and agrees that, from and after the Separation Date, (i) Employee shall be solely responsible for compliance with Employee’s obligations under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, any obligations to timely file reports of beneficial ownership of equity securities of RSL under Sections 13 and 16 of the Exchange Act and (ii) the Company and its Affiliates shall have no obligation to monitor or otherwise track Employee’s beneficial ownership of RSL equity securities for any purposes, including for purposes of Section 13 or 16 of the Exchange Act or otherwise provide assistance with respect to any of the foregoing. To the extent requested in writing by the Company (on behalf of RSL) at any time following the Separation Date, Employee shall provide written certification to the Company as to whether Employee has timely filed all required reports under Section 16(a) of the Exchange Act to enable RSL to comply with its obligations under Item 405 of Regulation S-K.
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Beneficial Ownership Reporting. The Existing Credit Agreement is hereby further amended by restating Section 9.4(o) of the Existing Credit Agreement in its entirety to read as follows: “(o) (x) Promptly, upon each request, information identifying the Parent, the Company and any other Borrower as a Lender may request in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation and (y) prompt written notice of any change in the information provided in the Beneficial Ownership Certification delivered to any Lender that would result in a change to the list of beneficial owners identified in such certification.”
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Related to Beneficial Ownership Reporting

  • Beneficial Ownership Regulation Promptly following any request therefor, the Borrower shall deliver to the Administrative Agent information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

  • Beneficial Ownership Information Prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers;

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to the Company.

  • Certification Regarding Beneficial Owners The Company will deliver to the Representatives, on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certification.

  • Beneficial Ownership Certification The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Disclosure of Beneficial Ownership (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

  • Initial Beneficial Ownership Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Excess Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.

  • Limit on Beneficial Ownership Notwithstanding any other provisions hereof, Dealer shall not have the right to acquire Shares hereunder and Dealer shall not be entitled to take delivery of any Shares hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Post-Effective Limit, (ii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VII of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit and (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding Paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding Paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

  • Beneficial Owner; Holder Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.

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