Purpose of Transaction. The information set forth in Items 3, 5 and 6 of this Statement is hereby incorporated by reference in this Item 4. The Reporting Persons purchased the Purchased Common Shares from the Issuer and in the open market for investment purposes. The Reporting Persons intend to review their equity interest in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: current and anticipated future trading prices of the securities of the Issuer; the financial condition, results of operations and prospects of the Issuer; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Other than as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in: An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directorsor to fill any existing vacancies on the board; Any material change in the present capitalization or dividend policy of the Issuer; Any other material change in the Issuer’s business or corporate structure; Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
Appears in 1 contract
Samples: Purchase Agreement
Purpose of Transaction. The information set forth in Items 3, 5 and 6 of this Statement is hereby incorporated by reference in this Item 4. The Reporting Persons purchased the Purchased Common Shares from the Issuer and in the open market for investment purposes. The Reporting Persons intend to review their equity interest in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: current and anticipated future trading prices of the securities of the Issuer; the financial condition, results of operations and prospects of the Issuer; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Other than as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in: :
(a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; ;
(b) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; ;
(c) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directorsor directors or to fill any existing vacancies on the board; ;
(d) Any material change in the present capitalization or dividend policy of the Issuer; ;
(e) Any other material change in the Issuer’s business or corporate structure; ;
(f) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(g) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) Any action similar to any of those enumerated above.
Appears in 1 contract
Samples: Purchase Agreement
Purpose of Transaction. The information set forth in Items 3, 5 and 6 of this Statement is hereby incorporated by reference in this Item 4. The Reporting Persons purchased the Purchased Common Shares from the Issuer and in the open market for investment purposes. The Reporting Persons intend to review their equity interest in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: current and anticipated future trading prices of the securities of the Issuer; the financial condition, results of operations and prospects of the Issuer; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Other than as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in: An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directorsor to fill any existing vacancies on the board; Any material change in the present capitalization or dividend policy of the Issuer; Any other material change in the Issuer’s business or corporate structure; Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;; A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealerquotation system of a registered national securities association; A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or Any action similar to any of those enumerated above.
Appears in 1 contract
Samples: Purchase Agreement
Purpose of Transaction. The information set forth in Items 3, 5 and 6 of this Statement Item 3 is hereby incorporated by reference in this Item 4. The Reporting Persons purchased As described in Item 3 above and Item 6 below, which descriptions are incorporated by reference in this Item 4, this Statement is being filed in connection with the Purchased Common acquisition of Ordinary Shares from by JD Sunflower pursuant to the Issuer Share Subscription Agreement (as amended by the SSA Amendment). XX Xxxxxxxxx became the beneficial owner of the Subscription Shares once all the requisite regulatory approvals were received. Following the transactions described in this Statement, JD will be deemed to beneficially own, taking into account its existing beneficial ownership, approximately 52.0% of the Issuer’s issued and in the open market for investment purposesoutstanding shares. The Reporting Persons have no present intention to acquire additional securities of the Issuer, they intend to review their equity interest in the Issuer investment on a regular basis and, as a result thereofthereof and subject to the terms and conditions of the documents described in the Statement, may at any time or from time to time determine, either alone or as part of a group, (ai) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (bii) to dispose of all or a portion of the securities of the Issuer owned by them it in the open market, in privately negotiated transactions or otherwise, otherwise or (ciii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulationsregulations and subject to the restrictions on transfers set forth in the documents described in the Statement. Notwithstanding anything contained herein, each of Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to their its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expect expects that they it would take into consideration a variety of factors, including, but not limited to, the following: current and anticipated future trading prices of the securities of the Issuer’s business and prospects; other developments concerning the financial condition, results of operations Issuer and prospects of its businesses generally; other business opportunities available to the IssuerReporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Other than Except as set forth in this StatementStatement or in the transactions or documents described herein, neither the Reporting Persons have no Persons, nor to the best knowledge of the Reporting Persons, any person named in Schedule A hereto, has any present plans or proposals which that relate to or would result in: :
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer,
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; ,
(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; ,
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directorsor directors or to fill any existing vacancies on the board; ,
(e) Any material change in the present capitalization or dividend policy of the Issuer; ,
(f) Any other material change in the Issuer’s business or corporate structure; ,
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which that may impede the acquisition of control of the Issuer by any person;,
(h) Causing a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association,
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or
(j) Any action similar to any of those enumerated above.
Appears in 1 contract
Samples: Announcement
