SELLING SECURITYHOLDERS. The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of Common Stock and warrants, see “Private Placement of Common Stock and Warrants” above. We are registering the shares of Common Stock in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the Warrants, the Selling Securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Securityholders in the “Private Placement of Common Stock and Warrants” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus. Under the terms of the warrants, a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of ...
SELLING SECURITYHOLDERS. Number of Shares Name of Selling Securityholders to be Sold ------------------------------------- ------------- Jamex X. Xxxxxx 150,000 John X. Xxxxxxxxxx 25,000 Thomxx X. XxXxxxx 10,000 R. Kirbx Xxxxxx 40,000 Emilx X. Xxxxx 31,000 Kevix X. Xxxxx 25,243 Sirrom Investments, Inc. 14,278 Clinxxx X. Xxxxxx 7,950 Bobbx Xxxx 5,000 Donaxx Xxxxxxx 2,524 ------- TOTAL 310,995 ======= MATTERS TO BE COVERED IN THE OPINION OF BROBXXX, XXLEGER & HARRXXXX XXX COUNSEL FOR THE COMPANY AND THE SELLING SECURITYHOLDERS
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, is duly qualified as a foreign corporation and in good standing in each state of the United States of America in which its ownership or leasing of property requires such qualification (except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition, or results of operations of the Company) and has full corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement;
(ii) each of [QuadraMed Acquisition Corporation, QuadNet Corporation and ___________] (the "Significant Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation. The capital stock of each of the Significant Subsidiaries is owned solely by the Company.
(iii) As of June 30, 1997, the Company's authorized and outstanding equity capitalization is as set forth under the caption "Capitalization" in the Prospectus, and there have been no changes thereto since such date other than as specifically contemplated by the Prospectus or upon the exercise of outstanding options or warrants disclosed in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; proper corporate proceedings have been taken validly to authorize such authorized capital stock; all of the outstanding shares of such capital stock (including the Underwritten Stock and the shares of Option Stock issued, if any) have been duly and validly issued and, assuming payment therefor as provided in the Underwriting Agreement, are fully paid and nonassessable; any Option Stock purchased after the Closing Date, when issued and delivered to and paid for by the Underwriters as provided in ...
SELLING SECURITYHOLDERS. On or prior to the Closing, Heritage, the Selling Securityholder Representative (hereinafter defined) and State Street Bank and Trust Company (or such other person as Heritage and the Selling Securityholder Representative shall mutually select) (the "Seller Escrow Agent") shall enter into an Atrium Corporation Selling Securityholders' Escrow Agreement in the form of Exhibit F, subject only to the comments, if any, of the Seller Escrow Agent as to its rights and obligations thereunder (the "Seller Escrow Agreement"). Notwithstanding any
SELLING SECURITYHOLDERS. In addition to covering the offering of the securities described in this prospectus by us, this prospectus covers the offering of securities by selling securityholders. Information about selling securityholders, if any, will be set forth in a prospectus supplement, in a free writing prospectus, in an amendment to the registration statement of which this prospectus is a part, or in filings we make with the SEC under the Exchange Act, which are incorporated by reference.
SELLING SECURITYHOLDERS. If the registration statement of which this prospectus forms a part is used by selling securityholders for the resale of any securities registered thereunder pursuant to a registration rights agreement to be entered into by the company with such selling securityholders or otherwise, information about such selling securityholders, their beneficial ownership of the securities and their relationship with the company will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Exchange Act that are incorporated by reference into such registration statement.
SELLING SECURITYHOLDERS. By: ------------------------------- Xxxx Seinen, as duly appointed attorney for those owning Class A Common Shares Discovery Enterprises Inc. By: ------------------------------- Name: Title: Working Opportunity Fund (EVCC) Ltd. by its manager Growth Works Capital Ltd. By: ------------------------------- Name: Title: Ventures West III - Canada Limited Partnership, by its General Partner, Ventures West Management III Ltd. By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: SCC Canada Inc., acting as agent for and on behalf of Finova (Canada) Capital Corporation and The Toronto Dominion Bank By: ------------------------------- Name: Title: OPTION HOLDERS: EXHIBIT A CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A):
SELLING SECURITYHOLDERS. Each Selling Securityholder agrees to be bound, to the fullest extent provided herein, by all decisions with respect to this Agreement made by Selling Securityholders owning a majority of the Common Stock outstanding on the date hereof.
SELLING SECURITYHOLDERS. The following table sets forth the names of the Selling Securityholders, the number of ordinary shares owned by such Selling Securityholders including ordinary shares issuable upon exercise of the Warrants and UPO. The table also provides information regarding the beneficial ownership of our ordinary shares by the Selling Securityholders as adjusted to reflect the assumed sale of all of the ordinary shares being offered by this prospectus. Percentages of beneficial ownership before the Resale Offering are based on 13,512,400 ordinary shares being resole pursuant to the registration statement out of the 67,461,998 ordinary shares. Beneficial ownership is based on information furnished by the Selling Securityholder. Unless otherwise indicated and subject to community property laws where applicable, the Selling Securityholder named in the following table has, to our knowledge, sole voting and investment power with respect to the Shares beneficially owned by him, her or it. The Selling Securityholders have no agreement or understanding to distribute any of the Ordinary Shares being registered. The Selling Securityholders may offer for sale from time to time any or all of the Shares, subject to the agreements described in the “Plan of Distribution.” The table below assumes that the Selling Securityholder will sell all of the Shares offered for sale hereby: Williamsburg Venture Holdings, LLC (1) [ ] [*] [*] [*]
SELLING SECURITYHOLDERS. NUMBER OF FIRM SELLING SECURITYHOLDER SECURITIES TO BE PURCHASED ------------------------ --------------------------
SELLING SECURITYHOLDERS. The information under the caption “Selling Securityholders” in the Prospectus Supplement.
