Selling Shareholder. Name: Xxxxxx X. Xxxxx ------------------------------------------- (print or type) Signature: /s/ Xxxxxx X. Xxxxx 4/26/99 -------------------------------------- Date COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 22,250 shares of Global Gold, Inc. for 28,750 shares of Delta Common Stock.
Selling Shareholder. The common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholder 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 shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder 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 shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholder in the “Private Placement of Shares 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 shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or ...
Selling Shareholder. (a) The Selling Shareholder has the capacity and financial capability to comply with and perform all of such Selling Shareholder's covenants and obligations under each of the Transactional Agreements to which such Selling Shareholder is or may become a party.
Selling Shareholder. This term is defined in Section 6.02 of the Shareholder Agreement.
Selling Shareholder. With respect to any registration statement, any Holder whose Registrable Securities are included therein.
Selling Shareholder. Without prejudice to Section 2.1(a), each Senior Investor shall also have the right, exercisable upon written notice (the “Co-Sale Exercise Notice”) to the Selling Investor within 20 business days after the date the ROFR Notice is delivered, to participate in the sale of the Investor Sale Shares on the same terms and conditions as such Selling Investor (the “Senior Investor Co-Sale Right”). Each Senior Investor exercising the Senior Investor Co-Sale Right shall indicate the number of Series E Preference Shares, Series F Preference Shares and/or Series G Preference Shares, as applicable, such Senior Investor wishes to sell. Each Senior Investor may elect to sell to the proposed transferee (or, upon the unwillingness of any proposed transferee to purchase directly from the Senior Investor, to the Selling Investor) shares of Series E Preference Shares, Series F Preference Shares or Series G Preference Shares equal to all or some of such Senior Investor’s Senior Investor Co-Sale Pro Rata Share (as defined below) of the number of the Investor Sale Shares. To the extent the Senior Investors exercise their Senior Investor Co-Sale Right in accordance with the terms and conditions set forth herein, the number of Investor Sale Shares that the Selling Investor may sell in the transaction shall be correspondingly reduced. In the event of any Senior Investor not exercising its Senior Investor Co-Sale Right in full (the “Unused Allocation”), the Selling Investor shall by notice in writing notify the other Senior Investors who have exercised their respective Senior Investor Co-Sale Rights in full (and who have indicated in their Co-Sale Exercise Notice their desire to sell additional number of shares of Series E Preference Shares, Series F Preference Shares or Series G Preference Shares) and such investors shall have the right, within a period of 20 business days after the date the ROFR Notice is delivered, to sell to the proposed transferee (or, upon the unwillingness of any proposed transferee to purchase directly from the Senior Investor, to the Selling Investor) such number of additional shares of Series E Preference Shares, Series F Preference Shares or Series G Preference Shares which is equal to its proportionate share of the Series E Preference Shares, Series F Preference Shares or Series G Preference Shares comprised in the Unused Allocation.
Selling Shareholder. The term “Selling Shareholder” shall have the meaning set forth in Section 4.1 of this Agreement.
Selling Shareholder. (e) If the Company does not accept the Section 2.4 Offer with respect to all of the Section 2.4 Offered Shares pursuant to paragraphs (c) and (d) above, or if not all necessary governmental or regulatory approvals have been obtained by the expiration of the Governmental Approval Extension, then the Section 2.4 Selling Shareholder shall be entitled, for a period of thirty (30) days following the Section 2.4 RoFR Closing or, if applicable, ten (10) days following the expiration of the Section 2.4 Purchase Period or, if applicable, ten (10) days following the expiration of the Governmental Approval Extension, to transfer all (but not less than all) of the Section 2.4 Offered Shares to the transferee identified in the Section 2.4 Offer on terms and subject to conditions that are no more favorable to the transferee than those specified in the Section 2.4
Selling Shareholder. (g) If the Section 2.2 RoFR Purchasers do not in the aggregate accept the Section 2.2 Offer with respect to all of the Section 2.2 Offered Shares pursuant to paragraphs (c) and (d) above, or if not all necessary governmental or regulatory approvals have been obtained by the expiration of the ninety (90) day period set forth in paragraph (f) above, then the Section 2.2 Selling Shareholder shall be entitled, for a period of thirty (30) days following the Section 2.2 RoFR Closing or, if applicable, ten (10) days following the expiration of the Section 2.2 Purchase Period or, if applicable, ten (10) days following the expiration of the ninety (90) day period set forth in paragraph (f) above, to transfer all (but not less than all) of the Section 2.2 Offered Shares to the transferee identified in the Section 2.2 Offer on terms and subject to conditions that are no more favorable to the transferee than those specified in the Section 2.2
Selling Shareholder. (i) to a member of such Shareholder’s Immediate Family, to such Shareholder as a custodian for members of such Shareholder’s Immediate Family, to a trustee of a trust (including a voting trust) that the governing instrument of which provides that such Shareholder, as trustee, shall retain sole and exclusive control over the voting and disposition of such Equity Securities, to an executor or to another fiduciary for the account of members of his Immediate Family, or to a charitable remainder trust of which such Shareholder is the sole trustee;
