Common use of Trading Instructions Clause in Contracts

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ], Attention: [· ], and confirmed by telephone at [· ]. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 10000 Xxxx Xxxx, Suite 800, Dallas, TX 75240, Att: General Counsel, by facsimile at 900-000-0000 confirmed by telephone at 900-000-0000, with a copy to J. Xxxxxxxxx at jxxxxxxxxx@xxxxx.xxx (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 2 contracts

Samples: Rule 10b5 1 Stock Purchase Plan (HCM Acquisition CO), Rule 10b5 1 Stock Purchase Plan (HCM Acquisition CO)

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Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP as set forth herein the Company pursuant to this Purchase Plan beginning on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 2011 [61 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M M] (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder of the Commencement Date in accordance with Section 5(a) herein. Such notice All notices hereunder shall be given to Broker in writing by facsimile at [· ]and , Attention: [· ], and confirmed by telephone at [· ]. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder the Company via email of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 no later than 72 hours after execution of each transaction to Highland Capital Management, L.P., 10000 Xxxx Xxxx, Suite 800, Dallas, TX 75240, Att: General Counsel, by facsimile Pxxxx Xxxxxxxx at 900-000-0000 confirmed by telephone at 900-000-0000, with a copy to J. Xxxxxxxxx at jxxxxxxxxx@xxxxx.xxxPxxxx.Xxxxxxxx@xxxxxx.xxx. (d) (i) On each day on which the American Stock Exchange NASDAQ Capital Market (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder the Company in compliance with Rule 10b-18(b)10b-18, the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Company is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv10b-18(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B10b-18(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 2 contracts

Samples: Rule 10b5 1 Stock Purchase Plan (Universal Business Payment Solutions Acquisition Corp), Rule 10b5 1 Stock Purchase Plan (Universal Business Payment Solutions Acquisition Corp)

Trading Instructions. (a) Broker is authorized to begin purchasing Shares up to 5,000,000 Warrants (and up to an additional 375,000 Warrants in the event and to the extent that Broadband Capital Management LLC, representative of the underwriters of the Company’s IPO (the “Underwriter”) exercises its over-allotment option) as agent for Founding Stockholder or HCMLP Purchaser as set forth herein pursuant to this Purchase Plan on the later of (i) the day after date separate trading of the Company files an initial preliminary proxy statement Warrants commences (the Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “TargetSeparation Date”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering IPO under Regulation M under the Securities Exchange Act of 1934, as amended (the “Commencement Date”). Broker shall cease purchasing Shares Warrants on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ], Attention: [· ], and confirmed by telephone at [· ]. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares Warrants purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder Purchaser of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital ManagementPurchaser, L.P.SoftForum Building, 10000 8th Floor, 000-0 Xxxxxxxxx, Xxxxxxx, Xxxxx, Xxxxx, 135-170, Attn: Sang-Xxxx Xxxx, Suite 800, Dallas, TX 75240, Att: General CounselXxx, by facsimile at 900-000(82) (0) 0000-0000 and confirmed by telephone at 900-(82) (0) 000-0000, with a copy to J. Xxxxxxxxx Xxxxxxx X. Xxxx at jxxxxxxxxx@xxxxx.xxxMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (d) (i) On each day on which the American NASDAQ Stock Exchange Market (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Purchaser, up to 5,000,000 Warrants (and up to 5,375,000 Warrants in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, is permitted to purchase under Rule 10b-18 on such Business Day event and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as that the Underwriter exercises its over-allotment option) at a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission price of $[· ] 2.00 per Share so purchasedWarrant. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 2 contracts

Samples: Rule 10b5 1 Stock Purchase Plan (Korea Milestone Acquisition CORP), Rule 10b5 1 Stock Purchase Plan (Korea Milestone Acquisition CORP)

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ](000) 000-0000 and (000) 000-0000, Attention: [· ]Xxxx Xxxxxxxxxx, and confirmed by telephone at [· ](000) 000-0000. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 10000 Xxxx Xxxx, Suite 800, Dallas, TX 75240[Xxxxxxx Xxxxxxxx Partners Acquisition LP, Att: General Counsel, by facsimile at 900-(000) 000-0000 confirmed by telephone at 900-(000) 000-0000, with a copy to J. Xxxxxxxxx Xxxxxxx (Arjay) Xxxxxx at jxxxxxxxxx@xxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx] [BNYH BPW Holdings LLC, Attn: General Counsel, by facsimile at (000) 000-0000 confirmed by telephone at (000) 000-0000, with a copy to Xxxxxxx XxXxxxxx at xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx]. (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 1 contract

Samples: Rule 10b5 1 Stock Purchase Plan (BPW Acquisition Corp.)

Trading Instructions. (a) Broker is authorized to begin purchasing Shares up to 5,000,000 Warrants as agent for Founding Stockholder or HCMLP Purchaser as set forth herein pursuant to this Purchase Plan on the later earlier of (i) ten (10) months from the day after effective date of the Company files an initial preliminary proxy statement (prospectus related to the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) IPO and (ii) 60 calendar days after termination the Company’s filing of a Form 6-K containing the “restricted period” in connection with proxy statement relating to the Company’s initial public offering under Regulation M business combination (the “Commencement Date”). Broker shall cease purchasing Shares Warrants sixty (60) calendar days after the Commencement Date or on the Termination Date (as defined below), whichever is earlier. The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ], Attention: [· ], and confirmed by telephone at [· ]. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares Warrants purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder Purchaser of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital ManagementPurchaser, L.P.SoftForum Building, 10000 8th Floor, 000-0 Xxxxxxxxx, Xxxxxxx, Xxxxx, Xxxxx, 135-170, Attn: Sang-Xxxx Xxxx, Suite 800, Dallas, TX 75240, Att: General CounselXxx, by facsimile at 900-000(82) (0) 0000-0000 and confirmed by telephone at 900-(82) (0) 000-0000, with a copy to J. Xxxxxxxxx at jxxxxxxxxx@xxxxx.xxxXxxxxxx X. Xxxx, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (d) (i) On each day on which the American NASDAQ Stock Exchange Market (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder in compliance with Rule 10b-18(b)Purchaser, the lesser up to 5,000,000 Warrants at a price of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)aboveUS$2.30 per Warrant. (ii) Founding Stockholder or HCMLP, as the case may be, Purchaser shall pay to Broker a commission of $[· ] US$0.03 per Share Warrant so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share Warrant purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share Warrant purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree Purchaser agrees that this Purchase Plan constitutes an irrevocable “good till cancel” limit order to purchase Shares Warrants at US$2.30 per Warrant pursuant to the terms of this Purchase Plan. (g) The Account shall be a non-hypothecated, including delivery versus payment account, such that the Share Repurchase Guidelines set forth on Appendix A heretoWarrants and payment for such Warrants are due and exchanged simultaneously.

Appears in 1 contract

Samples: Rule 10b5 1 Stock Purchase Plan (Korea Milestone Acquisition CORP)

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as sole agent for Founding Stockholder or HCMLP as set forth herein the Issuer pursuant to this Purchase Repurchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M date hereof (the “Commencement Date”)) and as sole agent for the Additional Participant pursuant to this Repurchase Plan beginning one month after the date of this Repurchase Plan. Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ], Attention: [· ], and confirmed by telephone at [· ]. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account Issuer’s or the Additional Participant’s Account, as applicable, against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder the Issuer and the Additional Participant via email of all transactions executed under this Purchase Repurchase Plan pursuant to customary trade confirmations, which shall be provided within no later than 24 hours after execution of each transaction to Highland Capital Management, L.P., 10000 Xxxx Xxxx, Suite 800, Dallas, TX 75240, Att: General Counsel, by facsimile at 900-000-0000 confirmed by telephone at 900-000-0000, with a copy to J. Xxxxxxxxx at jxxxxxxxxx@xxxxx.xxxtransaction. (d) (i) On each day of the Plan Period on which the American Stock Exchange (Shares are traded on the “Exchange”) is open for Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin Board or such other inter-dealer electronic quotation or trading market through which the Shares are publicly traded (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchasepurchase in the open market or through privately negotiated transactions, as sole agent and for the account of Founding Stockholder each of the Issuer and the Additional Participant in compliance with Rule 10b-18(b)10b-18 under the Exchange Act, the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Issuer is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)above. (ii) Founding Stockholder or HCMLP, as The Issuer and the case may be, Additional Participant shall pay to Broker a the commission of $[· ] per Share so purchased.share repurchased for its and his account, respectively as set forth on Appendix A. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Repurchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 1 contract

Samples: Rule 10b5 1 Repurchase Plan (China Information Technology, Inc.)

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ](000) 000-0000 and (000) 000-0000, Attention: [· ]Xxxx Xxxxxxxxxx, and confirmed by telephone at [· ](000) 000-0000. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 10000 Xxxx Xxxx, Suite 800, Dallas, TX 75240[• ], Att: General Counsel, by facsimile at 900-000-0000 [• ] confirmed by telephone at 900-000-0000[• ], with a copy to J. Xxxxxxxxx [• ] at jxxxxxxxxx@xxxxx.xxx[• ]@[• ].com. (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above. (ii) Founding Stockholder or HCMLP, as the case may be, Sponsor shall pay to Broker a commission of $[· ] 0.03 per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree Sponsor agrees that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 1 contract

Samples: Rule 10b5 1 Stock Purchase Plan (BPW Acquisition Corp.)

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Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ](000) 000-0000 and (000) 000-0000, Attention: [· ]Xxxx Xxxxxxxxxx, and confirmed by telephone at [· ](000) 000-0000. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 10000 Xxxx Xxxx, Suite 800, Dallas, TX 75240Xxxxxxx Xxxxxxxx Partners Acquisition LP, Att: General Counsel, by facsimile at 900-(000) 000-0000 confirmed by telephone at 900-(000) 000-0000, with a copy to J. Xxxxxxxxx Xxxxxxx (Arjay) Xxxxxx at jxxxxxxxxx@xxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx. (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 1 contract

Samples: Rule 10b5 1 Stock Purchase Plan (BPW Acquisition Corp.)

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ](000) 000-0000 and (000) 000-0000, Attention: [· ]Xxxx Xxxxxxxxxx, and confirmed by telephone at [· ](000) 000-0000. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 10000 Xxxx Xxxx, Suite 800, Dallas, TX 75240BNYH BPW Holdings LLC, Att: General Counsel, by facsimile at 900-(000) 000-0000 confirmed by telephone at 900-(000) 000-0000, with a copy to J. Xxxxxxxxx Xxxxxxx XxXxxxxx at jxxxxxxxxx@xxxxx.xxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx. (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 1 contract

Samples: Rule 10b5 1 Stock Purchase Plan (BPW Acquisition Corp.)

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to effecting a merger, share capital stock exchange, asset acquisition, stock share purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· _______________] and [_______________], Attention: [· _____________], and confirmed by telephone at [· _____________]. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 10000 Xxxx X. X. Xxxx, Suite 800c/x Xxxxxx Corporate Services Limited, DallasXX Xxx 000, TX 75240Xxxxxx Xxxxx, AttGrand Cayman, KY1-1104 Cayman Islands, Attn: General CounselXxxxx X. Xxxxxxxxxx, by facsimile at 900-(000) 000-0000 0000, confirmed by telephone at 900-(000) 000-0000, with a copy to J. Xxxxxxxxx at jxxxxxxxxx@xxxxx.xxxxxxxxxxxxxx@xxxxxxxx.xxx (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Appears in 1 contract

Samples: Rule 10b5 1 Share Purchase Plan (Overture Acquisition Corp.)

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