SELLING SECURITYHOLDERS Clause Samples
The "Selling Securityholders" clause identifies and provides information about the individuals or entities who are offering securities for sale under a particular agreement or registration statement. This clause typically lists the names of the selling securityholders, the amount and type of securities they are selling, and may include details about their relationship to the issuer or company. By clearly specifying who is selling the securities and under what terms, this clause ensures transparency for potential buyers and regulatory authorities, helping to prevent confusion or misrepresentation regarding the source and legitimacy of the securities being offered.
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. This prospectus also relates to the offer and resale from time to time by the selling securityholders named in this prospectus of up to 39,145,143 shares of common stock, up to 325,000 warrants and up to $130,350,642 principal amount of the notes, including up to (i) 4,950,000 shares of common stock and 325,000 warrants to purchase shares of common stock originally issued in connection with the initial public offering of ▇. ▇▇▇▇▇ Principal Merger Corp. II,
SELLING SECURITYHOLDERS. Information about any selling securityholders will be added to this prospectus pursuant to a prospectus supplement.
SELLING SECURITYHOLDERS. By: ----------------------------- Attorney-in-fact The foregoing Underwriting Agreement is hereby confirmed and accepted by us in San Francisco, California as of the date first above written. VOLPE, WELTY & COMPANY DILLON, READ & CO. INC. WHEAT FIRST BUTCHER SIN▇▇▇ ▇▇▇▇▇▇ for ourselv▇▇ ▇▇▇ as Representatives of the several Underwriters named in the attached Schedule A BY: VOLPE, WELTY & COMPANY By: ------------------------- General Partner SCHEDULE I NUMBER OF SHARES TO BE UNDERWRITERS PURCHASED -------------------------------------------------------------------------------- Volpe, Welty & Company ..................................... Dillon, R▇▇▇ & ▇▇. ▇▇c...................................... Wheat, Fi▇▇▇ ▇▇curities, Inc. .............................. Total..................................... ========= 2,150,000 SCHEDULE II SELLING SECURITYHOLDERS MAXIMUM NUMBER OF NUMBER OF NAME AND ADDRESS FIRM SHARES OPTIONAL SHARES OF SELLING SECURITYHOLDERS TO BE SOLD TO BE SOLD ------------------------------------------------------------------------------- Total....................... ========== ========== 900,000 ANNEX A Matters to be Covered in the Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. Counsel for the Com▇▇▇▇ and the Selling Securityholders
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. Number of Shares Name of Selling Securityholders to be Sold ------------------------------------- ------------- Jame▇ ▇. ▇▇▇▇▇▇ 150,000 John ▇. ▇▇▇▇▇▇▇▇▇▇ 25,000 Thom▇▇ ▇. ▇▇▇▇▇▇▇ 10,000 R. Kirb▇ ▇▇▇▇▇▇ 40,000 Emil▇ ▇. ▇▇▇▇▇ 31,000 Kevi▇ ▇. ▇▇▇▇▇ 25,243 Sirrom Investments, Inc. 14,278 Clin▇▇▇ ▇. ▇▇▇▇▇▇ 7,950 Bobb▇ ▇▇▇▇ 5,000 Dona▇▇ ▇▇▇▇▇▇▇ 2,524 ------- TOTAL 310,995 ======= MATTERS TO BE COVERED IN THE OPINION OF BROB▇▇▇, ▇▇LEGER & HARR▇▇▇▇ ▇▇▇ 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. 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. This prospectus relates to the possible resale by the Selling Securityholders of up to _______ ordinary shares [and ______ Private Warrants] by the Selling Securityholders. The Selling Securityholders may from time to time offer and sell any or all of the ordinary shares and warrants set forth below pursuant to this prospectus. In this prospectus, the term “Selling Securityholders” includes (i) the entities identified in the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus forms a part or by a supplement to this prospectus) and (ii) any donees, pledgees, transferees or other successors-in-interest that acquire any of the securities covered by this prospectus after the date of this prospectus from the named Selling Securityholders as a gift, pledge, partnership distribution or other non-sale related transfer. The table below sets forth, as of the date of this prospectus, the name of the Selling Securityholders for which we are registering ordinary shares and warrants for resale to the public. The percentage of ownership in the table below is based on _______ ordinary shares outstanding as of __________, 2025. The table is prepared based on information supplied to us by the Selling Securityholders, and reflects their holdings as of _________, 2025, disregarding any limitations on conversion or exercises. In accordance with SEC rules, individuals and entities below are shown as having beneficial ownership over shares they own or have the right to acquire within 60 days, as well as shares for which they have the right to vote or dispose of such shares. Also in accordance with SEC rules, for purposes of calculating percentages of beneficial ownership, shares which a person has the right to acquire within 60 days of ________, 2025 are included both in that person’s beneficial ownership as well as in the total number of shares issued and outstanding used to calculate that person’s percentage ownership but not for purposes of calculating the percentage for other persons. In some cases, the same ordinary shares are reflected more than once in the table below because more than one holder may be deemed the beneficial owner of the same ordinary shares. We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time...