Common use of Potential Nature of Beneficial Holding Clause in Contracts

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part B, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 2 contracts

Samples: Registration Rights Agreement (Curis Inc), Registration Rights Agreement (Arvinas, Inc.)

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Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (Aa) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No? (Bb) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A8(a) and (B)8(b), you may skip the next question, question 8(c) and proceed to the signature page of this Questionnaire8(d). (Cc) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (Dd) Please provide contact information for all controlling persons and Controlling Entities identified in Part Bquestion 8(c), clause 6(Cincluding (i) above: Name name of controlling person or Controlling Entity (including contact person for Controlling Entities), (ii) Mailing Address Emailing address, (iii) e-Mail Address Telephone Number mail address, and (iv) telephone number. The undersigned agrees to promptly notify the Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined any inaccuracies or changes in the Purchase Agreement) information provided herein that may occur subsequent to the date hereof and to furnish any supplementary information reasonably requested by the Company. All notices hereunder shall be made in writing, by hand delivery, confirmed email transmission, first-class mail or air courier guaranteeing overnight delivery, postage prepaid and return receipt collected at the address set forth below. In the absence of shares of common stock “against any such notification, the box” prior Company shall be entitled to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 continue to rely on the accuracy of the Securities Act, as set forth information in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein in this Questionnaire and the inclusion of such information in the Resale Registration Statement, any amendments thereto Statement and the related prospectus or other filings with the SECProspectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale any such Registration Statement and Prospectus. By signing below, the related prospectus. The Selling Stockholder undersigned acknowledges that it understands its obligations obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisionsStatement. The undersigned agrees also acknowledges that it understands that the answers to notify this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Company immediately Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act. The undersigned hereby acknowledges and is advised of any changes in the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.” By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing information and to furnish any supplementary information that may be appropriateinterpretation.

Appears in 2 contracts

Samples: Registration Rights Agreement (Blue Ridge Bankshares, Inc.), Registration Rights Agreement (Blue Ridge Bankshares, Inc.)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (Aa) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No☐ No ☐ (Bb) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A8(a) and (B)8(b), you may skip the next question, question 8(c) and proceed to the signature page of this Questionnaire8(d). (Cc) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (Dd) Please provide contact information for all controlling persons and Controlling Entities identified in Part Bquestion 8(c), clause 6(Cincluding (i) above: Name name of controlling person or Controlling Entity (including contact person for Controlling Entities), (ii) Mailing Address Emailing address, (iii) e-Mail Address Telephone Number mail address, and (iv) telephone number. The undersigned agrees to promptly notify the Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined any inaccuracies or changes in the Purchase Agreement) information provided herein that may occur subsequent to the date hereof and to furnish any supplementary information reasonably requested by the Company. All notices hereunder shall be made in writing, by hand delivery, confirmed email transmission, first-class mail or air courier guaranteeing overnight delivery, postage prepaid and return receipt collected at the address set forth below. In the absence of shares of common stock “against any such notification, the box” prior Company shall be entitled to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 continue to rely on the accuracy of the Securities Act, as set forth information in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein in this Questionnaire and the inclusion of such information in the Resale Registration Statement, any amendments thereto Statement and the related prospectus or other filings with the SECProspectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale any such Registration Statement and Prospectus. By signing below, the related prospectus. The Selling Stockholder undersigned acknowledges that it understands its obligations obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisionsStatement. The undersigned agrees also acknowledges that it understands that the answers to notify this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Company immediately Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act. The undersigned hereby acknowledges and is advised of any changes in the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.” By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing information and to furnish any supplementary information that may be appropriateinterpretation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Ridge Bankshares, Inc.)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 1000-QX, 80-KX) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes Yes_____ No_____ (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No Yes_____ No_____ If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part BC, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part BC, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 1 contract

Samples: Registration Rights Agreement (Solid Biosciences Inc.)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No¨ No ¨ (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes ¨ No ¨ If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part B, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor Selling Stockholder that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 1 contract

Samples: Registration Rights Agreement (KALA BIO, Inc.)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 1000-QX, 80-KX) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Investor Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part B, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. provisions The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 1 contract

Samples: Registration Rights Agreement (Karyopharm Therapeutics Inc.)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part B, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of common shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder shareholder in the Resale 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 shareholder in the Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder Shareholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder Shareholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 1 contract

Samples: Registration Rights Agreement (Establishment Labs Holdings Inc.)

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Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No¨ No ¨ (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes ¨ No ¨ If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part B, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 1 contract

Samples: Registration Rights Agreement (Ocular Therapeutix, Inc)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (Aa) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes No? (Bb) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A8(a) and (B)8(b), you may skip the next question, question 8(c) and proceed to the signature page of this Questionnaire8(d). (Cc) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (Dd) Please provide contact information for all controlling persons and Controlling Entities identified in Part Bquestion 8(c), clause 6(Cincluding (i) above: Name name of controlling person or Controlling Entity (including contact person for Controlling Entities), (ii) Mailing Address Emailing address, (iii) e-Mail Address Telephone Number mail address, and (iv) telephone number. The undersigned agrees to promptly notify the Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined any inaccuracies or changes in the Purchase Agreement) information provided herein that may occur subsequent to the date hereof and to furnish any supplementary information reasonably requested by the Company. All notices hereunder shall be made in writing, by hand delivery, confirmed email transmission, first-class mail or air courier guaranteeing overnight delivery, postage prepaid and return receipt collected at the address set forth below. In the absence of shares of common stock “against any such notification, the box” prior Company shall be entitled to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 continue to rely on the accuracy of the Securities Act, as set forth information in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein in this Questionnaire and the inclusion of such information in the Resale Registration Statement, any amendments thereto Statement and the related prospectus or other filings with the SECProspectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale any such Registration Statement and Prospectus. By signing below, the related prospectus. The Selling Stockholder undersigned acknowledges that it understands its obligations obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisionsStatement. The undersigned agrees also acknowledges that it understands that the answers to notify this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Company immediately Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act. The undersigned hereby acknowledges and is advised of any changes the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.” By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation. IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent. Dated: Beneficial Owner: By: Name: Title: [Name] [Name of Placement Agent] [Address] [Address] Tel: Email: Complete the following items in the foregoing Amended and Restated Securities Purchase Agreement and/or Registration Rights Agreement: 1. Provide the information regarding the Purchaser requested on the signature page. The Amended and Restated Securities Purchase Agreement and the Registration Rights Agreement must be executed by an individual authorized to furnish any supplementary bind the Purchaser. 2. Exhibit C-1 – Accredited Investor Questionnaire: Provide the information requested by the Accredited Investor Questionnaire 3. Exhibit C-2 Stock Certificate Questionnaire: Provide the information requested by the Stock Certificate Questionnaire 4. Annex B to the Registration Rights Agreement — Selling Securityholder Notice and Questionnaire Provide the information requested by the Selling Securityholder Notice and Questionnaire 5. Return the signed Xxxxxxx and Restated Securities Purchase Agreement and Registration Rights Agreement to: [Name] [Name of Placement Agent] [Address] [Address] Tel: Fax: Email: To: Blue Ridge Bankshares, Inc. This Investor Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of (i) shares of the common stock, no par value per share, (ii) shares of the Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, par value $50.00 per share, or Mandatorily Convertible Cumulative Perpetual Preferred Stock], Series C, par value $50.00 per share (the “Preferred Stock”) and (iii) shares of Preferred Stock that may be appropriateissued upon exercise of certain warrants (collectively, the “Securities”), of Blue Ridge Bankshares, Inc., a Virginia corporation (the “Corporation”). The Securities are being offered and sold by the Corporation without registration under the Securities Act of 1933, as amended (the “Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(a)(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire, you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Ridge Bankshares, Inc.)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes Yes_____ No_____ (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No Yes_____ No_____ If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure: (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part B, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 1 contract

Samples: Registration Rights Agreement (Eliem Therapeutics, Inc.)

Potential Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that will exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (A) Is the undersigned required to file, or is it a wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q, 8-K) with the Securities and Exchange Commission (the “SEC”) pursuant to section 13(a) or 15(d) of the Exchange Act? Yes Yes_____ No_____ (B) State whether the undersigned is a subsidiary of an investment company, registered under the Investment Company Act of 1940: Yes No Yes_____ No_____ If a subsidiary, please identify the publicly-held parent entity: If you answered “Yes” to these two questions (Part B, clauses 6(A) and (B)), you may skip the next question, and proceed to the signature page of this Questionnaire. (C) Please identify the controlling person(s) of the undersigned (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that will exercise sole or shared voting or dispositive power over the Registrable Securities: Please find below an example of the requested natural person disclosure:: The securities will be held by [VC Fund I] and [VC Fund II]. The [sole general partner] of [VC Fund I] and [VC Fund II] is [VC Management LLC]. The [managers] of [VC Management LLC] are [Xxxx Xxxxx] and [Xxxx Xxx]. These individuals may be deemed to have shared voting and investment power of the securities held by [VC Fund I] and [VC Fund II]. Each of these individuals will disclaim beneficial ownership of such securities, except to the extent of his or her pecuniary interest therein. (D) Please provide contact information for all controlling persons and Controlling Entities identified in Part B, clause 6(C) above: Name of controlling person or Controlling Entity (including contact person for Controlling Entities) Mailing Address E-Mail Address Telephone Number The Company hereby advises the Investor that the SEC currently takes the position that coverage of Short Sales (as defined in the Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. Certain legal consequences arise from being named as a selling stockholder in the Resale 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 Resale Registration Statement and the related prospectus. By signing below, the undersigned elects to include the Registrable Securities owned by it in the Registration Statement and consents to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement, any amendments thereto and the related prospectus or other filings with the SEC. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. The Selling Stockholder acknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Agreement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to notify the Company immediately of any changes in the foregoing information and to furnish any supplementary information that may be appropriate.

Appears in 1 contract

Samples: Registration Rights Agreement (Solid Biosciences Inc.)

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