Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable. (2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 18 contracts
Samples: Underwriting Agreement (Churchill Capital Corp VII), Underwriting Agreement (Churchill Capital Corp VI), Underwriting Agreement (Churchill Capital Corp VII)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 18 contracts
Samples: Underwriting Agreement (Investcorp India Acquisition Corp), Underwriting Agreement (PowerUp Acquisition Corp.), Underwriting Agreement (PowerUp Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 10 contracts
Samples: Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (Bullpen Parlay Acquisition Co)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 10 contracts
Samples: Underwriting Agreement (Northern Star Investment Corp. IV), Underwriting Agreement (Northern Star Investment Corp. III), Underwriting Agreement (Northern Star Investment Corp. II)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 10 contracts
Samples: Underwriting Agreement (Twelve Seas Investment Co IV TMT), Underwriting Agreement (Twelve Seas Investment Co IV TMT), Underwriting Agreement (McLaren Technology Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 9 contracts
Samples: Underwriting Agreement (Investcorp India Acquisition Corp), Underwriting Agreement (Investcorp Europe Acquisition Corp I), Underwriting Agreement (Investcorp Europe Acquisition Corp I)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 8 contracts
Samples: Underwriting Agreement (Sandbridge Acquisition Corp), Underwriting Agreement (Sandbridge Acquisition Corp), Underwriting Agreement (Sandbridge Acquisition Corp)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 7 contracts
Samples: Underwriting Agreement (Thoma Bravo Advantage), Underwriting Agreement (Pioneer Merger Corp.), Underwriting Agreement (Thoma Bravo Advantage)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 7 contracts
Samples: Underwriting Agreement (Clean Earth Acquisitions Corp.), Underwriting Agreement (Clean Earth Acquisitions Corp.), Underwriting Agreement (Clean Earth Acquisitions Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 7 contracts
Samples: Underwriting Agreement (Northern Star Investment Corp. III), Underwriting Agreement (Northern Star Investment Corp. IV), Underwriting Agreement (Apollo Strategic Growth Capital II)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 5 contracts
Samples: Underwriting Agreement (Altimeter Growth Corp.), Underwriting Agreement (Altimeter Growth Corp.), Underwriting Agreement (Altimeter Growth Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 4 contracts
Samples: Underwriting Agreement (Inflection Point Acquisition Corp.), Underwriting Agreement (Inflection Point Acquisition Corp.), Underwriting Agreement (Inflection Point Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 4 contracts
Samples: Underwriting Agreement (Hudson Executive Investment Corp. III), Underwriting Agreement (Hudson Executive Investment Corp. III), Underwriting Agreement (Hudson Executive Investment Corp. II)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 3 contracts
Samples: Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Underwriters and its their counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Underwriters and its their counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 3 contracts
Samples: Underwriting Agreement (ArcLight Clean Transition Corp.), Underwriting Agreement (ArcLight Clean Transition Corp.), Underwriting Agreement (ArcLight Clean Transition Corp.)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 3 contracts
Samples: Underwriting Agreement (Spartan Acquisition Corp. III), Underwriting Agreement (Spartan Acquisition Corp. II), Underwriting Agreement (Spartan Acquisition Corp. II)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s SecuritiesShares.
Appears in 2 contracts
Samples: Underwriting Agreement (Dragoneer Growth Opportunities Corp. II), Underwriting Agreement (Dragoneer Growth Opportunities Corp. II)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), ) and the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; , (ii) complete details of all such services and copies of all agreements governing such services; , and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, FINRA and the Representative and its counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Kernel Group Holdings, Inc.), Underwriting Agreement (Kernel Group Holdings, Inc.)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Omnichannel Acquisition Corp.), Underwriting Agreement (Omnichannel Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (ESGEN Acquisition Corp), Underwriting Agreement (ESGEN Acquisition Corp)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall promptly advise FINRA, the Representative Representatives and its counsel if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Montes Archimedes Acquisition Corp), Underwriting Agreement (Montes Archimedes Acquisition Corp)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Mason Industrial Technology, Inc.), Underwriting Agreement (Mason Industrial Technology, Inc.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption or repurchase of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Black Spade Acquisition Co), Underwriting Agreement (Black Spade Acquisition Co)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Spartan Acquisition Corp. IV), Underwriting Agreement (Spartan Acquisition Corp. IV)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representativs and its their counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its their counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Pivotal Investment Corp III), Underwriting Agreement (Pivotal Investment Corp III)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its their counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Velocity Acquisition Corp.), Underwriting Agreement (Velocity Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Underwriters and its their counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Underwriters and its their counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (ArcLight Clean Transition Corp. II), Underwriting Agreement (ArcLight Clean Transition Corp. II)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (ShoulderUP Technology Acquisition Corp.), Underwriting Agreement (ShoulderUP Technology Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), ) and the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; , (ii) complete details of all such services and copies of all agreements governing such services; , and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, FINRA and the Representative and its counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (DHC Acquisition Corp.), Underwriting Agreement (DHC Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 1 contract
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its their counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its their counsel if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Haymaker Acquisition Corp. III)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its their counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its their counsel if it is aware that any 510% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Brimstone Acquisition Holdings Corp.)
Notice to FINRA. (1) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its their counsel a notification prior to entering into the agreement or transaction relating to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its their counsel if it is aware that any 5% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Deep Lake Capital Acquisition Corp.)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative Representatives and its their counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders shareholders or for soliciting stockholder shareholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative Representatives and its their counsel if it is aware that any 510% or greater stockholder shareholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Alpha Capital Acquisition Co)
Notice to FINRA. (1) For a period of 90 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(2) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Company’s SecuritiesShares.
Appears in 1 contract
