SELLING STOCKHOLDERS Clause Samples
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 ________________, 202_, assuming conversion of the preferred stock and exercise of any 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 19.99% of our then outstanding common stock followin...
SELLING STOCKHOLDERS. Each Selling Stockholder represents that (i) he, she or it has the absolute and unrestricted right, power and authority to enter into and to perform his, her or its obligations under each of the Transactional Agreements to which such Selling Stockholder is or may become a party, (b) this Agreement constitutes his, her or its legal, valid and binding obligation, enforceable against such Selling Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements will constitute the legal, valid and binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
SELLING STOCKHOLDERS. (i) All of the Securities to be sold by such Selling Stockholder hereunder have been placed in custody in book entry form pursuant to a stock custody agreement relating to such Securities, in the form heretofore furnished to you (each, a “Custody Agreement”), duly executed and delivered by such Selling Stockholder to Computershare, Inc., as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered an irrevocable power of attorney, in the form heretofore furnished to you (each, a “Power of Attorney”), appointing the persons specified therein as attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder at a price per share as determined by negotiations between the Selling Stockholders and the Representatives, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.
(ii) The Securities held in custody in book entry form for such Selling Stockholder under the Custody Agreement of such Selling Stockholder are subject to the interests of the Underwriters hereunder; the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney of such Selling Stockholder are to that extent irrevocable; the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether, in the case of any individual Selling Stockholder, by the death or incapacity of such Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust or, in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or similar organization, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Securities to be sold by such Selling Stockholder hereunder, the Securities to be sold by such Selling St...
SELLING STOCKHOLDERS. We have prepared this prospectus to allow the selling stockholders to sell or otherwise dispose of, from time to time, up to 20,305,429 Shares of Common Stock and 5,076,358 Warrant Shares. On August 23, 2022, we entered into a Securities Purchase Agreement with the selling stockholders, pursuant to which we issued and sold to the selling stockholders an aggregate of 20,305,429 newly issued shares of our Common Stock and Common Stock Purchase Warrants to purchase an aggregate of 5,076,358 shares of Common Stock at an exercise price per share of $0.48, for gross proceeds of approximately $9.75 million. In connection with certain registration rights we granted to the selling stockholders in the Securities Purchase Agreement, we filed with the SEC a registration statement on Form S-3, of which this prospectus forms a part, with respect to the resale or other disposition of the Securities offered from time to time by the selling stockholders under this prospectus. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of our Common Stock. Unless otherwise indicated below, to our knowledge, the selling stockholders named in the table have sole voting and investment power with respect to the shares of Common Stock beneficially owned by them. The number of shares of Common Stock beneficially owned prior to the offering for each selling stockholder includes (i) all shares of our Common Stock held by such selling stockholder prior to the Private Placement plus (ii) all shares of our Common Stock purchased by such selling stockholder pursuant to the Private Placement and being offered pursuant to the prospectus, as well as (iii) all options or other derivative securities held by such selling stockholder, which are immediately exercisable. The percentages of shares owned after the offering are based on [_______] shares of our Common Stock outstanding as of [______], 2022, which includes the outstanding Securities offered by this prospectus. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the person named below. The selling stockholders may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their shares of Common Stock since the date on which the information in the table below is presented. Information about the selling stockholders may change over time. Stockholde...
SELLING STOCKHOLDERS. Subject to the terms of the Purchase Agreement, the Selling Stockholders may from time to time offer and sell any or all of the shares of our Class A Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplement. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2025, the names of the Selling Stockholders, the aggregate number of shares of our Class A Common Stock beneficially owned by each Selling Stockholder, the number of shares of our Class A Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of our Class A Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Class A Common Stock covered by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially owns. The Selling Stockholders may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”
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SELLING STOCKHOLDERS. The name of such Selling Stockholder, the number of Shares to be sold by such Selling Stockholder and the address and other information with respect to such Selling Stockholder (excluding any percentages) which appears under the caption “Principal and selling stockholders” in the Prospectus constitute the only information furnished by or on behalf of each Selling Stockholder as such information is referenced in Sections 4 and 10 hereof.
SELLING STOCKHOLDERS. Selling Stockholders" shall have the meaning specified in the introductory paragraph of the Agreement.
SELLING STOCKHOLDERS. Information regarding the identities of any selling stockholders, any material relationships the selling stockholders have had within the past three years with the Company, the beneficial ownership of our common stock by the selling stockholders, the number of securities to be offered by the selling stockholders and the percentage to be owned by the selling stockholders after completion of the applicable offering 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 which are incorporated by reference.
SELLING STOCKHOLDERS. 1. Prime Security Services TopCo (ML), L.P.
2. Prime Security Services TopCo (▇▇ ▇▇), ▇.▇.