Selling Shareholder Sample Clauses

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. 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. 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. (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.

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Selling Shareholder. The term “Selling Shareholder” shall have the meaning set forth in Section 4.1 of this Agreement.

Selling Shareholder. The shares of common stock being offered by the selling shareholder are those issuable to the selling shareholder pursuant to the [Credit Agreement]. For additional information regarding the [Credit Agreement], see “[_____]” 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.1 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 the selling shareholder as of ________, 20__. 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 number of shares of common stock issued and issuable pursuant to the [Credit Agreement], subject to adjustment as provided in the registration rights agreement and the [Credit Agreement] and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the Credit Agreement. Because the number of shares issuable pursuant to the [Credit Agreement] may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. 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 [Credit Agreement], the selling shareholder may not receive shares to the extent such receipt would cause the selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances, [4.9][9.9]% of our then outstanding shares of common stock following such receipt. The number of shares in the second column does not reflect this limitation. __________________ 1 NTD: Other relationships between the Company and CM to be described. The selling shareholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.” [CM] (1) 0 0 * Denotes less than one percent (1.0%).