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CUSIP No. 45580R103 | | 13D | | Page 32 of 53 pages |
The Voting Agreements terminate automatically on the earliest to occur of (i) the effective time of the Merger, (ii) the delivery of written notice by the Company to Parent of an Adverse Recommendation Change (as defined in the Merger Agreement) made in compliance with the Merger Agreement, (iii) certain amendments or waivers of the Merger Agreement without the Subject Stockholders’ prior consent, (iv) the termination of the Merger Agreement and (v) mutual written consent of the parties to such Voting Agreement.
The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by the full text of such agreement, a form of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)–(b) The cover pages and Schedule I attached hereto sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, based on 10,192,416 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.
Individuals serving as trustee of a trust listed on Schedule I with no more than two trustees may be deemed to share beneficial ownership of the shares held directly by the trusts. Individuals listed on Schedule I may be deemed to share beneficial ownership of the shares beneficially held by his or her spouse and child sharing the same household as the individual. Susan R. Cullman and John J. Ernst serve as managing members of B. Bros. Realty LLC, and as such, may be deemed to share beneficial ownership over the shares held directly by B. Bros. Realty LLC.
The aggregate amount of shares beneficially owned by Edgar M. Cullman, Jr., Frederick M. Danziger, David M. Danziger and Michael S. Gamzon include 7,024, 1,067, 1,381 and 56,216 shares of Common Stock underlying stock options that are currently exercisable, respectively. Michael S. Gamzon is also deemed to beneficially own 1,040 shares of Common Stock underlying restricted stock units that vest with 60 days of the date hereof.
(c) During the past 60 days, none of the Reporting Persons effected any transactions in the Common Stock.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: