Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.), please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary): (b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further: (i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein; (ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and (iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Lone Star Gold, Inc.), Securities Purchase Agreement (Jammin Java Corp.), Subscription Agreement (Moving Box Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above (2) above: Pursuant to Sections 4(c) and 4(i) of the relationship Agreement, the undersigned acknowledges that the Company may, by written notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trustundersigned, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of suspend or withdraw the Registration Statement and require that the prospectus (preliminary or finalundersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges that, pursuant to Section 7(b) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit of above questions and shall be enforceable by affirms that the respective successorssame are true, heirs, personal representatives, complete and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY AS SOON AS REASONABLY PRACTICABLE OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated:_________________ ____,________ Name: Title:
Appears in 2 contracts
Samples: Investment and Securities Subscription Agreement (Grupo Televisa, S.A.B.), Investment and Securities Subscription Agreement (Nii Holdings Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.), please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Stevia Nutra Corp.), Registration Rights Agreement (Top Gear Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agents and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2005 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 2005 Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
Appears in 1 contract
Samples: Securities Purchase Agreement (Hana Biosciences Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2007 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered) We are registering the shares offered by this prospectus on behalf of the selling stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the selling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in the list of selling stockholders under this prospectus. The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein: • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • short sales; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; • a combination of any such methods of sale; and • any other method permitted pursuant to applicable law. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule. The selling shareholders might be, and any amendments or supplements thereto. Once this Notice broker-dealers that act in connection with the sale of securities will be, deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and Questionnaire is executed by the Selling Securityholder and any commissions received by such broker-dealers and any profit on the Company’s counselresale of the securities sold by them while acting as principals will be deemed to be underwriting discounts or commissions under the Securities Act. To the extent required, the terms shares of this Notice and Questionnaireour common stock to be sold, and the representations and warranties contained hereinnames of the selling stockholders, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successorspurchase prices and public offering prices, heirsthe names of any agents, personal representativesdealer or underwriter, and assigns of the Company and the Selling Securityholder (any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the Registrable registration statement that includes this prospectus. In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities beneficially owned Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement that includes this prospectus effective until the earlier of (1) such Selling Securityholder time as all of the shares covered by this prospectus have been disposed of pursuant to and listed in Item 3 aboveaccordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act. THIS ASSET PURCHASE AGREEMENT (herein, the “Agreement”) is made and entered into this 8th day of November, 2007, by and among F.A. Products L.P., a Delaware limited partnership (“FAP”), First Aid Products, Inc., a Delaware corporation (“First Aid”), NutraMax Products, Inc., a Delaware corporation (“NutraMax” and, together with FAP and First Aid, the “Sellers”), Derma First Aid Products, Inc., a Pennsylvania corporation, (“Buyer”), and Derma Sciences, Inc., a Pennsylvania corporation and the sole shareholder of Buyer (“Buyer Parent”).
Appears in 1 contract
Samples: Securities Purchase Agreement (Derma Sciences, Inc.)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and QuestionnaireSecurities: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (6) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 2009 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered) We are registering the shares offered by this prospectus on behalf of the selling stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the selling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in the list of selling stockholders under this prospectus. The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein: • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • short sales; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; • a combination of any such methods of sale; and • any other method permitted pursuant to applicable law. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule. The selling shareholders might be, and any amendments or supplements thereto. Once this Notice broker-dealers that act in connection with the sale of securities will be, deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and Questionnaire is executed by the Selling Securityholder and any commissions received by such broker-dealers and any profit on the Company’s counselresale of the securities sold by them while acting as principals will be deemed to be underwriting discounts or commissions under the Securities Act. To the extent required, the terms shares of this Notice and Questionnaireour common stock to be sold, and the representations and warranties contained hereinnames of the selling stockholders, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successorspurchase prices and public offering prices, heirsthe names of any agents, personal representativesdealer or underwriter, and assigns of the Company and the Selling Securityholder (any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the Registrable registration statement that includes this prospectus. In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities beneficially owned Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement that includes this prospectus effective until the earlier of (1) such Selling Securityholder time as all of the shares covered by this prospectus have been disposed of pursuant to and listed in Item 3 aboveaccordance with the registration statement that contains this prospectus or (2) the date on which the shares may be sold without registration or restriction pursuant to Rule 144 of the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nile Therapeutics, Inc.)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities Placement Agent and to be sold are subject to a voting trusteach Purchaser at its last known address, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of suspend or withdraw the Registration Statement and require that the prospectus (preliminary or finalundersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section E(5)(b) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION PRIOR TO THE INCLUSION OF THE UNDERSIGNED IN THE REGISTRATION STATEMENT OR UPON THE COMPANY’S REQUEST. Dated: ___, 2007 Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
Appears in 1 contract
Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2007 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus prospectus. The undersigned has reviewed the answers to the above questions and any amendments or supplements affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered) This Disclosure Schedule is made and given pursuant to Section C of the Securities Purchase Agreement, dated as of August 23, 2007 (the “Agreement”), among Vxxxxxxxxx, Inc. (the “Company”), the undersigned purchaser(s) thereto (each, a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party thereto. Once For the avoidance of doubt, this Notice and Questionnaire Disclosure Schedule is executed by dated as of August 23, 2007. All capitalized terms used but not defined herein shall have the Selling Securityholder and received by meanings as defined in the Company’s counselAgreement, unless otherwise provided. The section numbers below correspond to the terms section numbers of this Notice and Questionnaire, and the representations and warranties contained hereinin the Agreement; provided, however, that any information disclosed herein under any section number shall be binding on, shall inure deemed to be disclosed and incorporated into any other section number under the Agreement to the benefit extent such information and disclosures are otherwise apparent to a reasonably prudent person based upon the face of such disclosure in the Schedule of Exceptions would be applicable to such other representation and shall be enforceable warranty. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the respective successors, heirs, personal representativesAgreement require the consent of third parties, and assigns (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule includes brief descriptions or summaries of certain agreements and instruments. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 abovedocuments described.
Appears in 1 contract
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2007 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 2007 Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
Appears in 1 contract
Samples: Securities Purchase Agreement (Cardium Therapeutics, Inc.)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.), please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. The Selling Securityholder hereby further acknowledges its indemnification obligations pursuant to the Registration Rights Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above. IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities) By: Name: Title: Re: Top Gear Inc. Ladies and Gentlemen: We are special securities counsel to Top Gear Inc., a corporation organized under the laws of Texas (the “Company”), and have represented the Company in connection with that certain Subscription Agreement (the “Subscription Agreement”) entered into by and among the Company and the investors named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders certain shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. This letter shall serve as our standing opinion to you that the Shares and the shares of Common Stock underlying the Warrants are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated _________ __, 20__. Very truly yours, Xxxxxx & Xxxxxx, LLP The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders and those issuable to the selling stockholders upon exercise of the warrants. For additional information regarding the issuance of common stock and the warrants, see “Private Placement of Common Shares and Warrants” 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 common stock and the warrants issued pursuant to the Subscription Agreement, 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 (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock and warrants, as of ________, 2011, assuming exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations on exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders and does not take in account any limitations on exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the holders of the common stock and the warrants, this prospectus generally covers the resale of the sum of (i) the number of shares of common sock issued in connection with the Subscription Agreement and (ii) 100% of the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding warrants were exercised in full (without regard to any limitations on exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the exercise price of the warrants 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 stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.99%. The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” [Footnotes to be added re: beneficial ownership and controlling persons of selling stockholders]
Appears in 1 contract
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.), please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Securities Purchase Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. The Selling Securityholder hereby further acknowledges its indemnification obligations pursuant to the Registration Rights Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.
Appears in 1 contract
Samples: Registration Rights Agreement (GRANDPARENTS.COM, Inc.)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: ----------------------------------------------------- Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2004 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned "Selling Stockholders" and "Plan of Distribution," and confirms that, to the best of the undersigned's knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 2004 ----------------------------------------- Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered) EXHIBIT E PLAN OF DISTRIBUTION The Selling Stockholders and any amendments of their pledges, assignees, donees selling shares received from such Selling Stockholders as a gift, and successors-in-interest may, from time to time, sell any or supplements theretoall of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. Once this Notice These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares: o ordinary brokerage transactions and Questionnaire is executed transactions in which the broker-dealer solicits purchasers; o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker-dealer as principal and resale by the Selling Securityholder and received by broker-dealer for its account; o an exchange distribution in accordance with the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns rules of the Company and applicable exchange; o privately negotiated transactions; o broker-dealers may agree with the Selling Securityholder (with respect Stockholders to the Registrable Securities beneficially owned by sell a specified number of such Selling Securityholder and listed in Item 3 above.shares at a stipulated price per share;
Appears in 1 contract
Samples: Securities Purchase Agreement (Chindex International Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2008 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 2008 Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
Appears in 1 contract
Samples: Securities Purchase Agreement (Derma Sciences, Inc.)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship (2) above: Pursuant to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of Registration Rights Agreement, the Registrable Securities to be sold are subject to a voting trustundersigned acknowledges that the Company may, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms by written notice to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of undersigned, suspend or withdraw the Registration Statement and require that the prospectus (preliminary or final) contained therein or undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Registration Rights Agreement. At any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with time that such notice has been given, the Company undersigned may not sell Registrable Securities pursuant to immediately notify the Company Registration Statement. The undersigned hereby further acknowledges that pursuant to the Registration Rights Agreement, the undersigned shall indemnify, hold harmless and promptly (but in any event within two (2) Business Days thereafter) defend, to confirm the same extent and in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings same manner as set forth in Section 6(A) of the Registration Rights Agreement, the Company, each of its directors, each of its officers who signs the Registration Statement, its employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Exchange Act, as amended, and any version of other stockholder selling securities pursuant to the Registration Statement or any portion thereof delivered of its directors or officers or any person who controls such stockholder within the meaning of the Securities Act of 1933, as amended, or the Exchange Act, as amended to the undersigned (including extent required by electronic mailSection 6(B) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoRights Agreement. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit of above questions and shall be enforceable by affirms that the respective successors, heirs, personal representatives, same are true and assigns correct as of the Company and date hereof. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: October __, 2013 Signature of Record Holder (Please sign your name in exactly the Selling Securityholder (with respect to same manner as the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.certificate(s) for the shares being registered)
1. KiOR, Inc.
2. KiOR Columbus LLC
1. Kior, Inc.
Appears in 1 contract
Samples: Senior Secured Convertible Promissory Note Purchase Agreement (Kior Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.), please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. The Selling Securityholder hereby further acknowledges its indemnification obligations pursuant to the Registration Rights Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above. IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities) By: Name: Title: Re: RPM Dental, Inc. Ladies and Gentlemen: We are special securities counsel to RPM Dental, Inc., a corporation organized under the laws of Delaware (the “Company”), and have represented the Company in connection with that certain Subscription Agreement (the “Subscription Agreement”) entered into by and among the Company and the investors named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders certain shares (the “Shares”) of common stock, $0.000001 par value per share (the “Common Stock”), and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. This letter shall serve as our standing opinion to you that the Shares and the shares of Common Stock underlying the Warrants are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated _________ __, 20__. Very truly yours, Xxxxxx & Xxxxxx, LLP The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon exercise of the warrants. For additional information regarding the issuance of common stock and the warrants, see “Private Placement of Common Shares and Warrants” above. We are registering the shares issuable to the selling stockholders upon exercise of the warrants in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the common stock and the warrants issued pursuant to the Subscription Agreement, 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 (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock and warrants, as of ________, 2011, assuming exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations on exercise set forth therein. The third column lists the shares issuable to the selling stockholders upon exercise of the warrants being offered by this prospectus by the selling stockholders and does not take in account any limitations on exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the holders of the common stock and the warrants, this prospectus generally covers the resale of the sum of (i) 100% of the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding warrants were exercised in full (without regard to any limitations on exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the exercise price of the warrants 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 stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.99%. The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” [Footnotes to be added re: beneficial ownership and controlling persons of selling stockholders]
Appears in 1 contract
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities Placement Agent and to be sold are subject to a voting trusteach Purchaser at its last known address, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of suspend or withdraw the Registration Statement and require that the prospectus (preliminary or finalundersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section E(5)(b) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 2006 Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
Appears in 1 contract
Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2005 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 2005 Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
Appears in 1 contract
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Gates is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship (2) above: Pursuant to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of Registration Rights Agreement, the Registrable Securities to be sold are subject to a voting trustundersigned acknowledges that the Company may, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms by written notice to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of undersigned, suspend or withdraw the Registration Statement and require that the prospectus (preliminary or final) contained therein or undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Registration Rights Agreement. At any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with time that such notice has been given, the Company undersigned may not sell Registrable Securities pursuant to immediately notify the Company Registration Statement. The undersigned hereby further acknowledges that pursuant to the Registration Rights Agreement, the undersigned shall indemnify, hold harmless and promptly (but in any event within two (2) Business Days thereafter) defend, to confirm the same extent and in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings same manner set forth in Section 6(A) of the Registration Rights Agreement, the Company, each of its directors, each of its officers who signs the Registration Statement, its employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Exchange Act, as amended, and any version of other stockholder selling securities pursuant to the Registration Statement or any portion thereof delivered of its directors or officers or any person who controls such stockholder within the meaning of the Securities Act of 1933, as amended, or the Exchange Act, as amended, to the undersigned (including extent required by electronic mailSection 6(B) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoRights Agreement. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit of above questions and shall be enforceable by affirms that the respective successors, heirs, personal representatives, same are true and assigns correct as of the Company and date hereof. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: October , 2013 Signature of Record Holder (Please sign your name in exactly the Selling Securityholder (with respect to same manner as the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.certificate(s) for the shares being registered)
Appears in 1 contract
Samples: Purchase Agreement (Kior Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes acknowledges receipt of the Registration Statement draft dated , 2005 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 2005 Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
Appears in 1 contract
Samples: Securities Purchase Agreement (Senesco Technologies Inc)
Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.), please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. The Selling Securityholder hereby further acknowledges its indemnification obligations pursuant to the Registration Rights Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above. IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities) By: Name: Title: Re: RPM Dental, Inc. Ladies and Gentlemen: We are special securities counsel to RPM Dental, Inc., a corporation organized under the laws of Delaware (the “Company”), and have represented the Company in connection with that certain Subscription Agreement (the “Subscription Agreement”) entered into by and among the Company and the investors named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders certain shares (the “Shares”) of common stock, $0.000001 par value per share (the “Common Stock”), and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. This letter shall serve as our standing opinion to you that the Shares and the shares of Common Stock underlying the Warrants are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated _________ __, 20__. Very truly yours, Xxxxxx & Xxxxxx, LLP The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon exercise of the warrants. For additional information regarding the issuance of common stock and the warrants, see “Private Placement of Common Shares and Warrants” above. We are registering the shares issuable to the selling stockholders upon exercise of the warrants in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the common stock and the warrants issued pursuant to the Subscription Agreement, 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 (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock and warrants, as of January 6, 2012, assuming exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations on exercise set forth therein. The third column lists the shares issuable to the selling stockholders upon exercise of the warrants being offered by this prospectus by the selling stockholders and does not take in account any limitations on exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the holders of the common stock and the warrants, this prospectus generally covers the resale of the sum of (i) 100% of the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding warrants were exercised in full (without regard to any limitations on exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the exercise price of the warrants 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 stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.99%. The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” [Footnotes to be added re: beneficial ownership and controlling persons of selling stockholders]
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Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder Stockholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.)person, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and (2) above: Pursuant to Section E(3) of the relationship Agreement, the undersigned acknowledges that the Company may, by notice to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of the Registrable Securities pursuant to be sold are subject the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: Registration Statement. The undersigned hereby further:
(i) confirms to the Company the accuracy acknowledges receipt of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to the Company for purposes a draft of the Registration Statement dated [ ], 2007 and confirms that the prospectus (preliminary or finalundersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section B(12) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with of the Company to immediately notify Agreement, the undersigned shall indemnify the Company and promptly each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (but in any event within two (2) Business Days thereafterincluding reasonable attorneys fees) to confirm which the same Company or its directors and officers may become subject by reason of any statement or omission in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement made in reliance upon, or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed in conformity with, a written statement by the undersigned, should be inaccurate; and
(iii) agrees with including the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished in this Questionnaire by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement theretoundersigned. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 7 (7) above and the inclusion of such information in the Registration Statement Statement, any amendments thereto and the related prospectus and any amendments or supplements theretoprospectus. The Selling Securityholder undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements theretoprospectus. Once this Notice and Questionnaire is executed by The undersigned has reviewed the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure answers to the benefit above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Signature of and shall be enforceable by Record Holder (Please sign your name in exactly the respective successors, heirs, personal representatives, and assigns of same manner as the Company and certificate(s) for the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.shares being registered)
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Voting or Investment Control over the Registrable Securities. (a) If the Selling Securityholder is not a natural person (e.g., if the holder is an entity such as a trust, corporation, partnership, limited liability company, etc.), please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3 above and the relationship to the Selling Securityholder (use additional sheets if necessary):
(b) Please indicate whether any of the Registrable Securities to be sold are subject to a voting trust, and if so, please provide a copy of the voting trust agreement along with this Notice and Questionnaire: The undersigned hereby further:
(i) confirms to the Company the accuracy of the information concerning the undersigned contained in this Notice and Questionnaire furnished by the Selling Securityholder to Securityholderto the Company for purposes of the Registration Statement and the prospectus (preliminary or final) contained therein or in any amendment or supplement thereto or any documents incorporated by reference therein;
(ii) agrees with the Company to immediately notify the Company and promptly (but in any event within two (2) Business Days thereafter) to confirm the same in writing if there should be any change affecting the accuracy of the above-mentioned information, or if the information regarding the Selling Securityholder’s holdings set forth in any version of the Registration Statement or any portion thereof delivered to the undersigned (including by electronic mail) or reviewed by the undersigned, should be inaccurate; and
(iii) agrees with the Company that for purposes of the Subscription Agreement and Registration Statement, the statements contained herein constitute written information furnished by the Selling Securityholder to the Company for use in the Registration Statement, or any amendment or supplement thereto. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above.
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