Common use of Reconfirmation Offering Clause in Contracts

Reconfirmation Offering. The reconfirmation offer must commence within five (5) business days after the effective date of the post-effective amendment to the registration statement. Pursuant to Rule 419, the terms or the reconfirmation offer must include the following conditions: i. The prospectus contained in the post-effective amendment and any amendment or supplement thereto will be sent to each investor whose securities are held in the escrow account within five business days after the effective date of the post-effective amendment; ii. Each investor will have no fewer than twenty (20), and no more than forty-five (45), business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor; iii. If the Company does not receive written notification from any investor within 45 business days following the effective date of the post-effective amendment, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means. The Company will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest owed to the investor. iv. The acquisition(s) will be consummated only if investors having contributed 80% or more of the maximum offering proceeds elect to reconfirm their investments; and v. If a consummated acquisition(s) has not occurred within eighteen (18) months from the effective date of the registration statement, the Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five business days by first class mail or other equally prompt means. The Company will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest owed to the investor if any.

Reconfirmation Offering. The reconfirmation offer must commence within five (5) business days after the effective date of the post-effective amendment to the registration statement. Pursuant to Rule 419, the terms or the reconfirmation offer must include the following conditions: i. The prospectus contained in the post-effective amendment and any amendment or supplement thereto will be sent to each investor whose securities are held in the escrow account within five business days after the effective date of the post-effective amendment; ii. Each investor will have no fewer than twenty (20), and no more than forty-five (45), business days from the effective date of the oldie post-effective amendment to notify the Company in writing that the investor elects to remain an investor; iii. If the Company does not receive written notification from any investor within 45 business days following the effective date of the post-effective amendment, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow account on such investor's investors behalf will be returned to the investor within five business days by first class mail or other equally prompt means. The Company will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest owed to the investor. iv. The acquisition(s) will be consummated only if investors having contributed 80% or more of the maximum offering proceeds elect to reconfirm their investments; and v. If a consummated acquisition(s) has not occurred within eighteen (18) months from the effective date of the registration statement, the Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five business days by first class mail or other equally prompt means. The Company will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest owed to the investor if any.