Common use of Significant Shareholders Clause in Contracts

Significant Shareholders. Except for Xxxx Xxxx and Xxxxxxxxx Xxxx, no Person has any direct or indirect beneficial ownership (as determined in accordance with Regulation 13D-G) of shares of Common Stock which exceeds in the aggregate (together with other Persons which would constitute a “group” under Regulation 13D-G) 5% of the total number of outstanding shares of Common Stock as of the date hereof and the Closing Date, including without limitation as a result of any Person’s beneficial interest in a trust. For purposes of the calculations under this paragraph, any limitations on beneficial ownership contained in any instrument directly or indirectly convertible, exchangeable or exercisable into or for Common Stock shall be ignored and any such instruments shall be deemed to be currently convertible, exchangeable or exercisable in full.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Holdings, Inc.)

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Significant Shareholders. Except for Xxxx Xxxx and Xxxxxxxxx Xxxxthose Persons set forth on Schedule 3.1(kk) attached hereto, no Person has any direct or indirect beneficial ownership (as determined in accordance with Regulation 13D-G) of shares of Common Stock which exceeds in the aggregate (together with other Persons which would constitute a “group” under Regulation 13D-G) 5% of the total number of outstanding shares of Common Stock as of the date hereof and the Closing Date, including without limitation as a result of any Person’s beneficial interest in a trust. For purposes of the calculations under this paragraph, any limitations on beneficial ownership contained in any instrument directly or indirectly convertible, exchangeable or exercisable into or for Common Stock shall be ignored and any such instruments shall be deemed to be currently convertible, exchangeable or exercisable in full.

Appears in 1 contract

Samples: Securities Purchase Agreement (Axis Technologies Group Inc)

Significant Shareholders. Except for Xxxx Xxxx Georgio Zadini, Xxxxxxxxx Xxxxxx and Xxxxxxxxx XxxxXxxxxx Xxxxxxx, no Person has any direct or indirect beneficial ownership (as determined in accordance with Regulation 13D-G) of shares of Common Stock which exceeds in the aggregate (together with other Persons which would constitute a “group” under Regulation 13D-G) 5% of the total number of outstanding shares of Common Stock as of the date hereof and the Closing Date, including without limitation as a result of any Person’s beneficial interest in a trust. For purposes of the calculations under this paragraph, any limitations on beneficial ownership contained in any instrument directly or indirectly convertible, exchangeable or exercisable into or for Common Stock shall be ignored and any such instruments shall be deemed to be currently convertible, exchangeable or exercisable in full.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trist Holdings, Inc.)

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Significant Shareholders. Except for Xxxx Xxxx and Xxxxxxxxx XxxxXxxxx Saleen, no Person has any direct or indirect beneficial ownership (as determined in accordance with Regulation 13D-G) of shares of Common Stock which exceeds in the aggregate (together with other Persons which would constitute a “group” under Regulation 13D-G) five percent (5% %) of the total number of outstanding shares of Common Stock as of the date hereof and the Closing Date, including including, without limitation limitation, as a result of any Person’s beneficial interest in a trust. For purposes of the calculations under this paragraph, any limitations on beneficial ownership contained in any instrument directly or indirectly convertible, exchangeable or exercisable into or for Common Stock shall be ignored and any such instruments shall be deemed to be currently convertible, exchangeable or exercisable in full.

Appears in 1 contract

Samples: Securities Purchase Agreement (W270, Inc.)

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