Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common shares. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you. If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, at the same time, disclaim beneficial ownership of the securities. Please indicate the amount of common shares of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnaire. For each holding: · State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are responding, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnership, etc.), and · State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wish, or the entity for which you are responding wishes, to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:
Appears in 3 contracts
Samples: Subscription Agreement (Moscow Telecommunications Corp), Subscription Agreement (Renova Media Enterprises Ltd.), Subscription Agreement (Moscow Cablecom Corp)
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharesstock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you. If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your you interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, and at the same time, time disclaim beneficial ownership of the securities. Please indicate the amount of common shares stock of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnairehereof. For each holding: · State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are respondingname, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnershippartner, etc.), and · State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wish, or the entity for which you are responding wishes, wish to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:.
Appears in 2 contracts
Samples: Registration Rights Agreement (Xenomics Inc), Registration Rights Agreement (Microfield Group Inc)
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharesstock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you. If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, and at the same time, time disclaim beneficial ownership of the securities. Please indicate the amount of common shares stock of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnairehereof. For each holding: · • State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are respondingname, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnershippartner, etc.), and · • State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · • Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · • If you wish, or the entity for which you are responding wishes, wish to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · • If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:.
Appears in 2 contracts
Samples: Registration Rights Agreement (Security Devices International Inc.), Registration Rights Agreement (Merica Corp.)
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharesOrdinary Shares. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you. If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, and at the same time, time disclaim beneficial ownership of the securities. Please indicate the amount of common shares Ordinary Shares of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnairehereof. For each holding: · • State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are respondingname, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnershippartner, etc.), and · • State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · • Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · • If you wish, or the entity for which you are responding wishes, wish to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · • If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:.
Appears in 2 contracts
Samples: Share Exchange Agreement (Cell Source, Inc.), Registration Rights Agreement (Cell Source, Inc.)
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharesstock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you. If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, and at the same time, time disclaim beneficial ownership of the securities. Please indicate the amount of common shares stock of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnairehereof. For each holding: · ● State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are respondingname, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnershippartner, etc.), and · ● State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · ● Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · ● If you wish, or the entity for which you are responding wishes, wish to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · ● If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:.
Appears in 1 contract
Samples: Subscription Agreement (FMC GlobalSat Holdings, Inc.)
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharescapital stock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples Another example of indirect ownership include ownership by a partnership in which you are a partner partner. PLEASE NOTE: IF YOU HAVE ANY REASON TO BELIEVE THAT ANY INTEREST IN SECURITIES OF THE COMPANY WHICH YOU MAY HAVE, HOWEVER REMOTE, IS A BENEFICIAL INTEREST, PLEASE DESCRIBE SUCH INTEREST. FOR PURPOSES OF RESPONDING TO THIS QUESTIONNAIRE, IT IS PREFERABLE TO ERR ON THE SIDE OF INCLUSION RATHER THAN EXCLUSION. WHERE THE SEC’S INTERPRETATION OF BENEFICIAL OWNERSHIP WOULD REQUIRE DISCLOSURE OF YOUR INTEREST OR POSSIBLE INTEREST IN CERTAIN SECURITIES OF THE COMPANY, AND YOU BELIEVE THAT YOU DO NOT ACTUALLY POSSESS THE ATTRIBUTES OF BENEFICIAL OWNERSHIP, AN APPROPRIATE RESPONSE IS TO DISCLOSE THE INTEREST AND AT THE SAME TIME DISCLAIM BENEFICIAL OWNERSHIP OF THE SECURITIES (SPACE IF PROVED TO DISCLAIM BENEFICIAL OWNERSHIP AT THE END OF 3 BELOW).
1. As of OCTOBER , 2017, the undersigned owned outright (including shares registered in the undersigned’s name individually or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities jointly with others, shares held in the names name of your spousea bank, minor children broker, nominee, depository or other relatives who live in “street name” for my account), the same household may be attributed to you. If you have any reason to believe that any interest in securities following number of shares of the Company which you may haveCompany’s capital stock (none indicated by “0”): .
2. In addition to the number of shares the undersigned owns outright as indicated by the undersigned’s answer to question B(1), as of OCTOBER , 2017, the undersigned had or the entity shared voting power or investment power, directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise (e.g., shares held in a trust for which you are responding may havea trustee, however remoteshares subject to a written voting or investment arrangement, is shares held by a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for corporate benefit plan over which you are responding) or possible interest in certain securities exercise control), over the following number of shares of the Company’s capital stock (none indicated by “0”): . If the answer to this question B(2) was not “0,” please provide the following information:
(i) Number of shares with sole voting power:
(ii) Number of shares with shared voting power, with whom shared, and the nature of the relationship and any underlying voting trust agreement (including the duration of the agreement, the names and addresses of the voting trustees and a brief description of the voting rights and other powers of such trustees), investment arrangement or the like: SHARED VOTING POWER
(i) Number of shares with sole investment power:
(ii) Number of shares with shared investment power, with whom that power is shared; and the nature of the relationship and any underlying voting trust agreement, investment arrangement or the like: SHARED INVESTMENT POWER If you believe wish to disclaim beneficial ownership of any of the shares described in question B.2 above for purposes other than for use in the Registration Statement, please indicate the number and class of shares being disclaimed and the reason therefore:
3. As of DECEMBER , 2017, the undersigned has the right to acquire _0_ shares of the Company’s Common Stock pursuant to outstanding stock options issued under the Company’s stock option plans and _0_ shares of capital stock pursuant to the exercise of outstanding warrants.
(i) Correct ☐
(ii) Not correct ☐ Describe:
4. In addition to the number of shares described in my answer to question B.3 above, as of DECEMBER , 2017, the undersigned will have the right to acquire indirectly, or to acquire “voting power” and/or “investment power” with respect to, _0_ shares of the Company’s Common Stock, including, but not limited to, any right to acquire shares (1) upon the exercise of any option, warrant, stock appreciation right or other exercisable stock right (excluding shares described in B.3 above); (2) in settlement of any stock unit award, stock bonus award or other equity award; (3) upon conversion of a security; (4) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (5) pursuant to the automatic termination of a trust, discretionary account or similar arrangement (none, indicated by “0” above).
(i) Correct ☐
(ii) Not correct ☐ Describe:
5. Please identify the natural person or persons who have voting and/or investment control over the Company’s securities that you (or the entity for which you are respondingown, and state whether such person(s) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, at the same time, disclaim disclaims beneficial ownership of the securities. Please indicate the amount of common shares of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnaire. For each holding: · State the nature of the holding (i.e.example, held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are responding, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which if you are a partner and, if by a general partnership, state please identify the names of the general partners of in the partnership, etc.), and · State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wish, or the entity for which you are responding wishes, to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:
Appears in 1 contract
Securities Holdings. B.1. Please fill in all blanks in the following questions related to your the entity’s beneficial ownership of the Company’s common sharessecurities. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you the entity to any of the rights or benefits of ownership, even though you it may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise the entity exercises voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to youit. If you have the entity has any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding it may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your the entity’s interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do it does not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, and at the same time, time disclaim beneficial ownership of the securities. Please indicate .
(a) As of the amount date hereof, the entity owned outright (including shares registered in its name individually or jointly with others, shares held in the name of common a bank, broker, nominee, depository or in “street name” for its account), shares of the Company or any Company’s common stock and ) and shares of its subsidiaries which you the Company’s preferred stock.
(or b) In addition to the number of shares the entity for which you are responding) beneficially owned owns outright as indicated by the answer to question B.1(a), of the date you are signing this questionnairehereof, it had or shared voting power or investment power, directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise (e.g., shares subject to a written voting or investment arrangement, or shares held by a corporate benefit plan over which it exercises control), over shares of the Company’s common stock and ), shares of the Company’s preferred stock (none indicated by “0” above). For each holding: · State With respect to those shares, provide the following information:
(i) Number of shares of common stock with sole voting power:
(ii) Number of shares of preferred stock with sole voting power:
(iii) Number of shares with shared voting power; with whom shared; and the nature of the holding (i.e.relationship and any underlying voting trust agreement, held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are responding, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnership, etc.), and · State whether you are, investment arrangement or the entity for which you are responding is, the beneficial owner by reason like:
(iv) Number of (i) sole voting power, (ii) shared voting power, (iii) shares of common stock with sole investment power, :
(ivv) Number of shares of preferred stock with sole investment power:
(vi) Number of shares with shared investment power; with whom that power is shared; and the nature of the relationship and any underlying voting trust agreement, investment arrangement or the like:
(vc) Beginning sixty days after the date hereof, the entity will have the right to acquire stock within 60 days directly shares of the end Company’s common stock and shares of the calendar yearCompany’s preferred stock, and/or including, but not limited to, any right to acquire shares (vii) upon the exercise of any option, warrant or right; (ii) upon conversion of a security; (iii) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (iv) pursuant to the automatic termination of a trust (none, indicated by “0” above).
(d) Beginning sixty days after the date hereof, the entity will have the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether youindirectly, or to acquire “voting power” and/or “investment power” with respect to, shares of the Company’s common stock and shares of the Company’s preferred stock, including, but not limited to, any right to acquire shares (i) upon the exercise of any option, warrant or right; (ii) upon conversion of a security; (iii) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (iv) pursuant to the automatic termination of a trust (none, indicated by “0” above). If the entity (is a corporation, limited liability company or any subsidiary limited partnership or affiliate thereof) for which you are respondingother similar entity, have sole please name the corporate parent, controlling stockholder, managing member or shared voting general partner and each person controlling such corporate parent, controlling stockholder, managing member or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wish, or the entity for which you are responding wishes, wishes to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If any of the shares listed are subject to any claim, encumbrance, pledge described in question B.1(b) or lien, so indicate (d) above for purposes other than for use in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yesRegistration Statement, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To indicate the best of my knowledge, all persons (including myself, or the entity for which I am responding, number and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of shares being disclaimed and the Company’s equity securities are described belowreason therefor:
Appears in 1 contract
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharescapital stock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples Another example of indirect ownership include ownership by a partnership in which you are a partner partner. PLEASE NOTE: IF YOU HAVE ANY REASON TO BELIEVE THAT ANY INTEREST IN SECURITIES OF THE COMPANY WHICH YOU MAY HAVE, HOWEVER REMOTE, IS A BENEFICIAL INTEREST, PLEASE DESCRIBE SUCH INTEREST. FOR PURPOSES OF RESPONDING TO THIS QUESTIONNAIRE, IT IS PREFERABLE TO ERR ON THE SIDE OF INCLUSION RATHER THAN EXCLUSION. WHERE THE SEC’S INTERPRETATION OF BENEFICIAL OWNERSHIP WOULD REQUIRE DISCLOSURE OF YOUR INTEREST OR POSSIBLE INTEREST IN CERTAIN SECURITIES OF THE COMPANY, AND YOU BELIEVE THAT YOU DO NOT ACTUALLY POSSESS THE ATTRIBUTES OF BENEFICIAL OWNERSHIP, AN APPROPRIATE RESPONSE IS TO DISCLOSE THE INTEREST AND AT THE SAME TIME DISCLAIM BENEFICIAL OWNERSHIP OF THE SECURITIES (SPACE IF PROVED TO DISCLAIM BENEFICIAL OWNERSHIP AT THE END OF 3 BELOW).
1. As of OCTOBER , 2017, the undersigned owned outright (including shares registered in the undersigned’s name individually or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities jointly with others, shares held in the names name of your spousea bank, minor children broker, nominee, depository or other relatives who live in “street name” for my account), the same household may be attributed to you. If you have any reason to believe that any interest in securities following number of shares of the Company which you may haveCompany’s capital stock (none indicated by “0”): .
2. In addition to the number of shares the undersigned owns outright as indicated by the undersigned’s answer to question B(1), as of OCTOBER , 2017, the undersigned had or the entity shared voting power or investment power, directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise (e.g., shares held in a trust for which you are responding may havea trustee, however remoteshares subject to a written voting or investment arrangement, is shares held by a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for corporate benefit plan over which you are responding) or possible interest in certain securities exercise control), over the following number of shares of the Company’s capital stock (none indicated by “0”): . If the answer to this question B(2) was not “0,” please provide the following information:
(i) Number of shares with sole voting power:
(ii) Number of shares with shared voting power, with whom shared, and the nature of the relationship and any underlying voting trust agreement (including the duration of the agreement, the names and addresses of the voting trustees and a brief description of the voting rights and other powers of such trustees), investment arrangement or the like: SHARED VOTING POWER Title of Class Number of Shares With Whom Shared Nature of Relationship
(i) Number of shares with sole investment power:
(ii) Number of shares with shared investment power, with whom that power is shared; and the nature of the relationship and any underlying voting trust agreement, investment arrangement or the like: SHARED INVESTMENT POWER Title of Class Number of Shares With Whom Shared Nature of Relationship If you believe wish to disclaim beneficial ownership of any of the shares described in question B.2 above for purposes other than for use in the Registration Statement, please indicate the number and class of shares being disclaimed and the reason therefore:
3. As of DECEMBER , 2017, the undersigned has the right to acquire _0_ shares of the Company’s Common Stock pursuant to outstanding stock options issued under the Company’s stock option plans and _0_ shares of capital stock pursuant to the exercise of outstanding warrants.
(i) Correct ☐
(ii) Not correct ☐ Describe:
4. In addition to the number of shares described in my answer to question B.3 above, as of DECEMBER , 2017, the undersigned will have the right to acquire indirectly, or to acquire “voting power” and/or “investment power” with respect to, _0_ shares of the Company’s Common Stock, including, but not limited to, any right to acquire shares (1) upon the exercise of any option, warrant, stock appreciation right or other exercisable stock right (excluding shares described in B.3 above); (2) in settlement of any stock unit award, stock bonus award or other equity award; (3) upon conversion of a security; (4) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (5) pursuant to the automatic termination of a trust, discretionary account or similar arrangement (none, indicated by “0” above).
(i) Correct ☐
(ii) Not correct ☐ Describe:
5. Please identify the natural person or persons who have voting and/or investment control over the Company’s securities that you (or the entity for which you are respondingown, and state whether such person(s) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, at the same time, disclaim disclaims beneficial ownership of the securities. Please indicate For example, if you are a general partnership, please identify the amount general partners in the partnership. The answers to the foregoing questions are correctly stated to the best of my information and belief. I shall advise Xxxxxx Xxx at xxxx@xxxxxx.xxx of Xxxxxx LLP, the Company’s outside counsel, promptly of any changes in the foregoing information prior to the effectiveness of the Registration Statement. (Print name of Purchaser) (Signature) By: (Name and title of signatory, if Purchaser is an entity) (Date) EXHIBIT D SCHEDULE OF INVESTORS Investor New Enterprise Associates 15, L.P. Sofinnova Venture Partners VIII, L.P. Aisling Capital IV, LP Omega Fund V, LP First Health, L.P. First Health Associates, L.P. First Health Limited First Biomed, L.P. First BioMed Portfolio, L.P. Ghost Tree Master Fund, LP Blue Rock Liquid Alpha Fund, LP NR1 Segregated Portfolio, North Rock, SPC NR2 Segregated Portfolio, North Rock, SPC Xxxxxxxxx Fundamental Equity Fund LLC Whitney Capital Series Fund LLC New Leaf Biopharma Opportunities I, L.P. Venrock Healthcare Capital Partners II, L.P. VHCP Co-Investment Holdings II, LLC Sphera Global Healthcare Master Fund HFR HE Sphera Global Healthcare Master Fund DAFNA Lifescience Select LP DAFNA Lifescience LP EXHIBIT B Lock Up Agreement Lock-up Agreement Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 RE: ObsEva SA (the “Company”) Ladies & Gentlemen: The undersigned is an owner of common shares shares, par value CHF 0.0769 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. In order to induce Xxxxxxxxx LLC (“Jefferies”) and BMO Capital Markets Corp. (“BMO”) to enter into one or more engagement letter agreements with the Company with respect to conducting a private placement of Shares (the “Offering”) the undersigned is entering into this letter agreement. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of its subsidiaries Jefferies and BMO, which you may withhold their consent in their sole discretion: • Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, • enter into any Swap, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or the entity for which you are respondingan amendment or supplement thereto) beneficially owned as of the date you are signing this questionnaire. For each holding: · State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are responding, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnership, etc.), and · State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wishregistration, or the entity for which you are responding wishes, • publicly announce any intention to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If do any of the foregoing. The foregoing will not apply to the registration of the resale of the Shares as contemplated by the Registration Rights Agreement. In addition, the foregoing restrictions shall not apply to:
(A) transfers of any Shares or Related Securities acquired by the undersigned in the Offering or in the open market, provided that no filing under Section 16 of the Exchange Act, or other public announcements shall be required or voluntarily made by or on behalf of the undersigned during the Lock-Up Period with respect to subsequent sales of such Shares or Related Securities acquired by the undersigned in the Offering or in the open market;
(B) the exercise with cash of stock options granted pursuant to the Company’s equity incentive plans, provided that such restriction shall apply to any Shares or Related Securities issued to the undersigned upon such cash exercise;
(C) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act for the transfer of Shares or Related Securities, provided that (i) no sales of the undersigned’s Shares or Related Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and (ii) no filing under the Exchange Act or other public announcements shall be required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such Plan during the Lock-Up Period;
(D) transfers of Shares or Related Securities (i) as a bona fide gift or gifts not involving a disposition for value or for bona fide estate planning purposes, (ii) as a bona fide gift to a charity or educational institution, (iii) to a member or members of the undersigned’s family or to a trust, the direct or indirect beneficiaries of which are the undersigned and/or a member or members of his or her family, (iv) by testate succession or intestate distribution, (v) if the undersigned is a trust, to any beneficiary of the undersigned or to the estate of any such beneficiary, (vi) to shareholders, members, current or former partners (general or limited) or managers of, or owners of a similar equity interest in, the undersigned, as applicable, or to any corporation, partnership or other person or entity that is a direct or indirect affiliate of the undersigned, or to the estates of any such shareholders, affiliates, partners, members or managers not involving a disposition for value of Securities or other securities or (vii) that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that, each donee, distributee or transferee, as the case may be, shall execute and deliver to Jefferies and BMO a letter in the form of this Lock-Up Agreement, and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution during the Lock-Up Period;
(E) transfers of Shares or Related pursuant to a bona fide third-party tender offer for all outstanding shares listed are of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Shares or Related Securities in connection with such transaction, or vote any Securities or other such securities in favor of any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Shares or Related Securities held by the undersigned shall remain subject to the provisions of this Lock-Up Agreement;
(F) any claimconversion of non-voting shares or preferred shares of the Company into Shares, encumbranceprovided that any Shares received upon such conversion remain subject to the terms of this Lock-Up Agreement; or
(G) transfers of Shares or Related Securities pursuant to any contractual arrangement in effect on the date of this Lock-Up Agreement that provides for the repurchase of the undersigned’s Shares or Related Securities by the Company or in connection with the termination of the undersigned’s employment or other service relationship with the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s Family Members, pledge if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or lienbeneficially by the undersigned, so indicate in including any rights to receive notice of the Remarks columnOffering. 22 Did you, or The undersigned confirms that the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If undersigned has not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have and has no knowledge that any arrangements or understandingsFamily Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Securities Purchase Agreement, the terms of which are subject to negotiation between the Company and the purchasers in the Offering. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. It is understood that, if the Company notifies Jefferies and BMO that it does not intend to proceed with any the Offering or if the Offering is not consummated by November 1, 2017, this Agreement shall terminate and the undersigned will be released from their obligations hereunder. Signature Printed Name of Person Signing (Indicate capacity of person to distribute the securities? Yes No If yes, please describe such arrangements signing if signing as custodian or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myselftrustee, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groupson behalf of an entity) who beneficially own more than 5% of any class ANNEX A Certain Defined Terms Used in Lock-up Agreement For purposes of the Company’s equity securities are described belowletter agreement to which this Annex A is attached and of which it is made a part:
Appears in 1 contract
Samples: Securities Purchase Agreement
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharescapital stock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples Another example of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiarypartner. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you. Please note: If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, and at the same time, time disclaim beneficial ownership of the securitiessecurities (SPACE IF PROVED TO DISCLAIM BENEFICIAL OWNERSHIP AT THE END OF 3 BELOW).
0. Please indicate Xx of November 13, 2019, the amount of common undersigned owned outright (including shares of registered in the Company undersigned’s name individually or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnaire. For each holding: · State the nature of the holding (i.e.jointly with others, shares held in your own name or in the name of a bank, broker, nominee, depository or in “street name” for my account), the entity, or any subsidiary or affiliate thereof, for which you are responding, jointly, as a trustee or beneficiary following number of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names shares of the partners of the partnership, etc.), and · State whether you are, or the entity for which you are responding is, the beneficial owner Company’s capital stock (none indicated by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wish, or the entity for which you are responding wishes, to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:0”): _________________.
0. Xx addition to the number of shares the undersigned owns outright as indicated by the undersigned’s answer to question B(1), as of November 13, 2019, the undersigned had or shared voting power or investment power, directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise (e.g., shares held in a trust for which you are a trustee, shares subject to a written voting or investment arrangement, shares held by a corporate benefit plan over which you exercise control), over the following number of shares of the Company’s capital stock (none indicated by “0”): _________________________________________________ At . If the time answer to this question B(2) was not “0,” please provide the following information:
(i) Number of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, shares with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandingssole voting power: _______________
(ii) Number of shares with shared voting power, with whom shared, and the nature of the relationship and any underlying voting trust agreement (including the duration of the agreement, the names and addresses of the voting trustees and a brief description of the voting rights and other powers of such trustees), investment arrangement or the like:
(i) Number of shares with sole investment power: ________________ ______________________________________________________________________________ 23 To
(ii) Number of shares with shared investment power, with whom that power is shared; and the best nature of my knowledgethe relationship and any underlying voting trust agreement, all persons (including myself, investment arrangement or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:like: Shared Investment Power
Appears in 1 contract
Samples: Securities Purchase Agreement (Clearside Biomedical, Inc.)
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common sharescapital stock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples Another example of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust partner. PLEASE NOTE: IF YOU HAVE ANY REASON TO BELIEVE THAT ANY INTEREST IN SECURITIES OF THE COMPANY WHICH YOU MAY HAVE, HOWEVER REMOTE, IS A BENEFICIAL INTEREST, PLEASE DESCRIBE SUCH INTEREST. FOR PURPOSES OF RESPONDING TO THIS QUESTIONNAIRE, IT IS PREFERABLE TO ERR ON THE SIDE OF INCLUSION RATHER THAN EXCLUSION. WHERE THE SEC’S INTERPRETATION OF BENEFICIAL OWNERSHIP WOULD REQUIRE DISCLOSURE OF YOUR INTEREST OR POSSIBLE INTEREST IN CERTAIN SECURITIES OF THE COMPANY, AND YOU BELIEVE THAT YOU DO NOT ACTUALLY POSSESS THE ATTRIBUTES OF BENEFICIAL OWNERSHIP, AN APPROPRIATE RESPONSE IS TO DISCLOSE THE INTEREST AND AT THE SAME TIME DISCLAIM BENEFICIAL OWNERSHIP OF THE SECURITIES (SPACE IF PROVED TO DISCLAIM BENEFICIAL OWNERSHIP AT THE END OF 3 BELOW).
1. As of which you or any member of your immediate family is a beneficiary. Ownership of securities held OCTOBER , 2017, the undersigned owned outright (including shares registered in the names of your spouseundersigned’s name individually or jointly with others, minor children or other relatives who live in the same household may be attributed to you. If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, at the same time, disclaim beneficial ownership of the securities. Please indicate the amount of common shares of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnaire. For each holding: · State the nature of the holding (i.e., held in your own name or in the name of a bank, broker, nominee, depository or in “street name” for my account), the entity, or any subsidiary or affiliate thereof, for which you are responding, jointlyfollowing number of shares of the Company’s capital stock (none indicated by “0”): .
2. In addition to the number of shares the undersigned owns outright as indicated by the undersigned’s answer to question B(1), as a trustee or beneficiary of a trustOCTOBER , as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnership, etc.), and · State whether you are, or the entity for which you are responding is2017, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole undersigned had or shared voting power or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wish, or the entity for which you are responding wishes, to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandingspower, directly or indirectly, with any person to distribute the securities? Yes No If yesthrough a contract, please describe such arrangements arrangement, understanding, relationship or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledgeotherwise (e.g., all persons (including myself, or the entity shares held in a trust for which I am respondingyou are a trustee, and my associates and including corporationsshares subject to a written voting or investment arrangement, partnershipsshares held by a corporate benefit plan over which you exercise control), trusts, associations and other such groups) who beneficially own more than 5% over the following number of any class shares of the Company’s equity securities are described belowcapital stock (none indicated by “0”): . If the answer to this question B(2) was not “0,” please provide the following information:
(i) Number of shares with sole voting power:
(ii) Number of shares with shared voting power, with whom shared, and the nature of the relationship and any underlying voting trust agreement (including the duration of the agreement, the names and addresses of the voting trustees and a brief description of the voting rights and other powers of such trustees), investment arrangement or the like: SHARED VOTING POWER
(i) Number of shares with sole investment power:
(ii) Number of shares with shared investment power, with whom that power is shared; and the nature of the relationship and any underlying voting trust agreement, investment arrangement or the like: SHARED INVESTMENT POWER
Appears in 1 contract
Securities Holdings. Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common shares. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you. If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, at the same time, disclaim beneficial ownership of the securities. Please indicate the amount of common shares of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnaire. For each holding: · State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are responding, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnership, etc.), and · State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control. · Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers. · If you wish, or the entity for which you are responding wishes, to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth. · If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column. 22 Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business? Yes No If not, explain:__________________________________________________________________ At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities? Yes No If yes, please describe such arrangements or understandings: _______________________________ ______________________________________________________________________________ 23 To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:
Appears in 1 contract