Common use of Rule 419 Clause in Contracts

Rule 419. Rule 419 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.

Appears in 4 contracts

Samples: Subscription Escrow Agreement (Atlantic Acquisition II, INc.), Subscription Escrow Agreement (Atlantic Acquisition II, INc.), Subscription Escrow Agreement (Gold Standard Mining Co)

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Rule 419. Rule 419 of the Securities Act of 1933 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be he issued (and including those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up tip to 10% which may be released to the company Company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; , second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.

Appears in 2 contracts

Samples: Subscription Escrow Agreement (Triton Acquisition Co), Subscription Escrow Agreement (Triton Acquisition Co)

Rule 419. Rule 419 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company upon throughout the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.

Appears in 2 contracts

Samples: Escrow Agreement (New Gold Discoveries, Inc.), Escrow Agreement (Supportingsmallbusiness, Inc.)

Rule 419. Rule 419 of the Securities Act of 1933 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and including those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company Company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.

Appears in 1 contract

Samples: Subscription Escrow Agreement (Anfield Acquisitions, Inc.)

Rule 419. Rule 419 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company Registrant and to investors, respectively, only after the Company Registrant has met the following three conditions: First, the Company Registrant must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company Registrant must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.

Appears in 1 contract

Samples: Subscription Escrow Agreement (Allure Worldwide, Inc.)

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Rule 419. Rule 419 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.

Appears in 1 contract

Samples: Escrow Agreement (Sustinere Holdings, Inc.)

Rule 419. Rule 419 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.

Appears in 1 contract

Samples: Escrow Agreement (Supportingsmallbusiness, Inc.)

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