Common use of Rule 145 Clause in Contracts

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to “affiliates” of the Company listed on Schedule 1.14 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit F with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Key Hospitality Acquisition CORP)

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Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to “affiliates” affiliates of the Company listed identified on Schedule 1.14 1.15 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an the appropriate restrictive legend. At the Closing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit F with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Appears in 1 contract

Samples: Merger Agreement (Restaurant Acquisition Partners, Inc.)

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to "affiliates" of the Company listed on Schedule 1.14 1.15 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Members Stockholders shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit F E with respect to registration of the shares of Parent Common Stock under the Securities Act (the "Registration Rights Agreement").

Appears in 1 contract

Samples: Merger Agreement (Tremisis Energy Acquisition Corp)

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to “affiliates” of the Company listed on Schedule 1.14 1.16 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit F D with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Appears in 1 contract

Samples: Merger Agreement (Key Hospitality Acquisition CORP)

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Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to “affiliates” of the Company listed identified on Schedule 1.14 1.24 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, (as amended (the “Securities Act”defined herein) and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit F with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Appears in 1 contract

Samples: Merger Agreement (Healthcare Acquisition Corp)

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