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The Selling Stockholders Clause Examples for Any Agreement

The "Selling Stockholders" clause identifies the individuals or entities who are offering their shares for sale in a securities transaction. It typically lists the names of these stockholders, the number of shares each is selling, and may include relevant background information or relationships to the company. This clause ensures transparency for potential buyers and regulatory authorities by clearly disclosing who is divesting ownership, thereby helping to prevent conflicts of interest and maintain compliance with securities regulations.
The Selling Stockholders.ĚýSamuxx X. Xxxxxxxx . . . . . . . . . . . . . . . . . .
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The Selling Stockholders.Ěý(a) The Selling Stockholders have never (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against such Selling Stockholders, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of such Selling Stockholdersâ€� assets, (iv) admitted in writing such Selling Stockholdersâ€� inability to pay his or her debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on his ability to comply with or perform any of his covenants or obligations under any of the Other Agreements or which would require disclosure in the Registration Statement. (b) Selling Stockholders are not subject to any Order or is bound by any agreement that may have an adverse effect on his ability to comply with or perform any of his or her covenants or obligations under any of the Other Agreements. There is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of Selling Stockholders to comply with or perform any of his covenants or obligations under any of the Other Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Source 1Source 2
The Selling Stockholders.ĚýEach Selling Stockholder covenants and agrees with the Underwriters as follows: (a) The Selling Stockholder will execute and deliver a Lock-Up Agreement, in the form of Exhibit A attached hereto (“Lock-Up Agreementâ€�). (b) The Selling Stockholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Underwriters prior to the Closing Date if any statements to be made on behalf of the Selling Stockholder in the certificate contemplated by Section 9(o) hereof would be inaccurate if made as of the Closing Date. (c) On the Closing Date, all stock transfer and other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Firm Shares to be sold by the Selling Stockholder to the Underwriters hereunder will have been fully paid for by the Selling Stockholder and all laws imposing such taxes will have been fully complied with. (d) In order to document the Underwritersâ€� compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended (the “Codeâ€�), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, the Selling Stockholder shall deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department Substitute Form W-9.
Source 1
The Selling Stockholders.ĚýDated as of July 6, 2001 --------------------------- ================================================================================ 2 TABLE OF CONTENTS
Source 1
The Selling Stockholders.ĚýBerkshire Fund V, Limited Partnership(a)...................... Berkshire Fund V Coinvestment Fund, Limited Partnership(a).... Berkshire Investors LLC(a).................................... Squam Lake Investors V, L.P.(b)............................... Sunapee Securities, Inc.(b)................................... Waban Investors I, LP(b)...................................... RGIP, LLC(a).................................................. Xxxx & Company, Inc.(b)....................................... ---------------- ---------------- Total...................................................... ================ ================ ---------------
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Related to The Selling Stockholders

  • SELLING STOCKHOLDERS The 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 issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrantsâ€� above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrantsâ€� described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securitiesâ€�) of Celularity Inc., a Delaware corporation (the “Companyâ€�), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commissionâ€�) a registration statement (the “Registration Statementâ€�) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Actâ€�), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreementâ€�) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securitiesâ€�) of TheMaven, Inc., a Delaware corporation (the “Companyâ€�), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commissionâ€�) a registration statement (the “Registration Statementâ€�) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Actâ€�), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreementâ€�) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Certificate of Selling Stockholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Stockholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.