Dispositive power refers to the authority granted to an individual or entity to manage, direct, or dispose of assets or interests, typically within the context of a trust or investment arrangement. This power can include the ability to buy, sell, transfer, or otherwise regulate the assets, and is often accompanied by fiduciary responsibilities to act in the best interests of the beneficiaries or stakeholders.
The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof.
2,242,839 of such shares are held of record by NLV III. NLVA III is the general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management III is the sole general partner of NLVA III and ultimate general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors, may be deemed to have shared voting, investment and dispositive power with respect to these securities. 678,566 of such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.
As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.
The Column Group Opportunity III GP, LP ("TCG Opportunity III GP LP") is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP, LLC ("TCG Opportunity III GP LLC") is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of TCG Opportunity III GP LLC are David Goeddel, a member of the issuer's board of directors, Peter Svennilson and Tim Kutzkey (collectively, the "TCG Managing Members"). (Continued from Footnote 2) The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities.
155,493 shares of Common Stock held by John M Heyneman Jr. Trust, over which Mr. Heyneman has sole voting and dispositive power.
122,064 shares of Common Stock held by Elizabeth Lauren Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.
639,256 shares of Common Stock held by Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees, over which Ms. Heyneman has sole voting and dispositive power.
25,642 shares of Common Stock held by First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.
Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.32% of the outstanding Common Stock, which includes: ■ 69,892 shares of Common Stock held by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, over which Jeremy Scott has sole voting and dispositive power. ■ 3,416,108 shares of Common Stock held by NBAR5 Limited Partnership, over which Jeremy Scott has sole voting and dispositive power.
Dispositive power refers to the authority or legal rights an individual or entity has to dispose of, alter, or transfer their interest in an asset, property, or legal claim. It indicates the control one has over the disposition of their holdings and how they can direct it for alternate uses or ownership. It is commonly associated with the rights of property owners, trustees, or agents acting on behalf of another under a contractual agreement or power of attorney.
Dispositive power should be used when there is a need to clearly define and articulate the control one has over a property or asset in legal documents or transactions. This is particularly important in:
When writing about dispositive power in legal documents, clarity and specificity are crucial. Ensure that the language clearly delineates the extent and limitations of the power granted. The drafting process might involve:
Example: “The trustee shall have full dispositive power to manage, invest, and distribute the assets held within the trust as deemed appropriate for achieving the trust’s objectives.”
Dispositive power is typically found in a variety of legal documents and agreements, including:
Understanding the nature and implications of dispositive power is crucial for effectively managing legal rights and responsibilities associated with asset disposition.
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