SELLING. STOCKHOLDERS The common stock being offered by the selling stockholders are those [previously issued] [issuable to] the selling stockholders upon conversion of the preferred stock. For additional information regarding the issuances of those shares of preferred stock, see “Private Placement of Preferred Shares” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of preferred stock and common stock and as otherwise set forth in this prospectus, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of preferred stock, common stock and warrants, as of ________________, 2023, assuming conversion of the preferred stock and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the preferred stock, determined as if the outstanding shares of preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC as of the trading day immediately preceding the applicable date of determination and subject to adjustment as provided in the registration rights agreement, without regard to any limitations on the conversion of the preferred stock. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the Certificate of Designation, a selling stockholder may not convert the preferred stock to the extent such conversion would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99%][19.99%] of our then outstanding...
SELLING b. Repairing;
SELLING. Each Underwriter severally (and not jointly) agrees as follows:
SELLING. PROCEDURES
SELLING. No advertising or other items shall be placed or posted on walls or doors in or about the Facility without prior written permission of Alamo Colleges District. Alamo Colleges District’s name shall not be used to suggest co-sponsorship or endorsement of any activity, except with the prior written approval by Alamo Colleges District. Solicitation of donations is prohibited. Organization shall not make audio or video recordings, televise, or broadcast an event or any portion thereof without Alamo Colleges District’s written permission provided at least three (3) days in advance.
SELLING. SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Xxxxxxx Hygiene Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights (the “Registration Rights Agreement”) to which this document is annexed. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In lieu of the form of Questionnaire attached to this Selling Shareholder Notice, the Selling Shareholder may submit a questionnaire that it customarily uses provided that substantially similar information is provided. Certain legal consequences arise from being named as a selling securityholder in the 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 securityholder in the Registration Statement and the related prospectus. PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 NOTICE The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE
SELLING. PUTS An investor who sells a put believes that the underlying stock price will rise and that they will be able to profit from a rise in the stock price by selling puts. An investor who sells a put is obligated to purchase the underlying stock if the buyer decides to exercise the option. An investor who sells a put also may be selling the put as a way to acquire the underlying security at a cheaper price. If the stock is put to the investor, the investor’s purchase price is reduced by the amount of the premium received. When looking to establish a position, the seller must determine their: • Maximum gain. • Maximum loss • Breakeven MAXIMUM GAIN SHORT PUTS For an investor who has sold uncovered or naked puts, maximum gain is always limited to the amount of the premium received when they sold the puts MAXIMUM LOSS SHORT PUTS An investor who has sold a put believes that the stock price will rise. There is, however, a limit to how far a stock price may decline. A stock price may never fall below zero. As a result, the investor who believes that the stock price will rise has a limited maximum loss. The worst thing that can happen for an investor who is short a put is that the stock goes to zero and they are forced to purchase it at the strike price from the owner of the put. To determine the maximum loss for the seller of a put, use the following formula: Maximum loss = Strike price – premium DETERMINING THE BREAKEVEN FOR SHORT PUTS Whenever an investor has sold a put, they believe that the stock price will rise. If the stock price begins to fall, the investor becomes subject to loss. In order for the investor to break even on the transaction, the stock price may fall by the amount of the premium received for the option. At expiration, the investor will break even at the following point: Breakeven = Strike price – premium EXAMPLE An investor has established the following option position: Short 1 XYZ May 30 put at 4 The investor’s maximum gain, maximum loss, and breakeven will be: Maximum gain: $400 (The amount of the premium received) Maximum loss $26 or $2,600 for the whole position (Strike price premium) Breakeven $26 30 4 (Strike price premium) If, at expiration, XYZ is at exactly $26 per share and the investor closes out the position with a closing purchase or has the option exercised against them, they will break even, excluding transaction costs. Notice the relationship between the buyer and the seller: Put Buyer Put Seller Maximum Gain Strike price premiu...
SELLING. STOCKHOLDERS By: ------------------------------------ As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto By: ------------------------------------ As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: MERRXXX XXXCX & XO. MERRXXX XXXCX, XXERXX, XXNNXX & XMITX INCORPORATED GOLDXXX, XXCHX & XO. MORGXX XXXNXXX & XO. INCORPORATED THE ROBIXXXX-XXXXXXXX XXXPANY, LLC SIMMXXX & XOMPANY INTERNATIONAL By: MERRXXX XXXXX, XXERXX, XXNNXX & XMITX INCORPORATED By: ----------------------------------- Authorized Signatory For themselves and the other U.S. Representatives as the U.S. Underwriters named in Schedule A hereto. Number of Initial U.S. Name of U.S. Underwriter Securities ------------------------ ---------- Merrxxx Xxxxx, Xxxxxx, Xxnnxx & Xmitx Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . Goldxxx, Xxchx & Xo. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SELLING. JURISDICTIONS The Units may be sold in British Columbia, Ontario and in certain "offshore" jurisdictions outside Canada and the United States (the "Selling Jurisdictions") in accordance with the provisions of this Subscription Agreement. EXEMPTIONS The Offering will be made in accordance with the "Accredited Investor" exemption from the prospectus requirements (section 2.3 of National Instrument 45-106) or the "Family, Friends and Business Associates" exemption from the prospectus requirements (section 2.5 of National Instrument 45-106).
SELLING. ACTIVITY: The Distributor, as a commercial agent doing freelance sales work in the name and under the account of ENAGIC, will sell to customers items within the ENAGIC product range. The products can only be purchased directly from ENAGIC and will be distributed without any alterations on their design and name. The Company offers no sales discounts or other concessions. Likewise, the distributor may not offer these either. Any discount offered by a distributor may be a ground for termination.
