Common use of Notice to FINRA Clause in Contracts

Notice to FINRA. For a period of ninety days after the date of the Prospectus, 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, the Company will provide the following to FINRA and to the Representative prior to the consummation of the Acquisition Transaction: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 5110 of FINRA’s Conduct Rules; provided that no agreement will be entered into with the Underwriter and no fees for such services will be paid to the Underwriter prior to the date which is 90 days after the Effective Date, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement or tender offer documents which the Company will file in connection with an Acquisition Transaction.

Notice to FINRA. For a period of ninety days after the date of the Prospectus, 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, the Company will provide the following to FINRA and to the Representative prior to the consummation of the Acquisition Business Transaction: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the OfferingCompany’s initial public offering, as such term is defined in Rule 5110 of FINRA’s Conduct Rules; provided that no agreement will be entered into with the Underwriter and no fees for such services will be paid to the Underwriter prior to the date which is 90 days after the Effective Date, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement or tender offer documents which the Company will file in connection with an Acquisition for purposes of soliciting stockholder approval for the Business Transaction.

Notice to FINRA. For a period of ninety days after the date of the Prospectus, 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, the Company will provide the following to FINRA and to the Representative prior to the consummation of the Acquisition Transaction: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the OfferingCompany’s initial public offering, as such term is defined in Rule 5110 of FINRA’s Conduct Rules; provided that no agreement will be entered into with the Underwriter and no fees for such services will be paid to the Underwriter prior to the date which is 90 days after the Effective Date, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement or tender offer documents which the Company will file in connection with an for purposes of soliciting stockholder approval for the Acquisition Transaction.