Xxxxx Stock. The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act during such period.
Xxxxx Stock. The Company shall not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities are deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act.
Xxxxx Stock. At the Closing (as defined below), each ------------ Stockholder shall transfer, convey and deliver to Xxxxxx the number of shares of Xxxxx Stock set forth opposite their name on Exhibit A hereto, and shall deliver to Xxxxxx stock certificates representing the Xxxxx Stock, duly endorsed to Xxxxxx or accompanied by duly executed stock powers in form and substance satisfactory to Xxxxxx.
Xxxxx Stock. The Company Shares shall not constitute “xxxxx stock” as such term is defined in Rule 3a51-1 of the Exchange Act.
Xxxxx Stock. The New PubCo Class A Common Stock shall not constitute “xxxxx stock” as such term is defined in Rule 3a51-1 of the Exchange Act.
Xxxxx Stock. The aggregate purchase price for the Xxxxx Stock shall be One Million Five Hundred Forty Thousand Two Hundred Seventy Six Dollars ($1,540,276) payable to Xxxxx in cash at Closing,
Xxxxx Stock. The Common Shares shall not be deemed to be a “xxxxx stock” as defined in SEC Rule 240.3a51-1 (17 CFR § 240.3a51-1). In the event that the Common Shares becomes a “xxxxx stock” prior to the closing of a respective Put, the Investor shall have the right to return to the Company up to all of the Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.
Xxxxx Stock. The Purchaser understands that The Securities and Exchange Commission (the "Commission") has adopted regulations which generally define "xxxxx stock" to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The Purchaser is also aware that the Company's Common Stock is presently subject to these regulations which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors as defined by Rule 501(a) of Regulation D under the Securities Act which may include the following, unless the transaction is exempt from such rules: (i) the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase; (ii) the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the “xxxxx stock” market; (iii) the broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market; and (iv) monthly statements must be sent disclosing recent price information for the “xxxxx stock” held in the account and information on the limited market in “xxxxx stocks”. The Purchaser is aware that if applicable, the "xxxxx stock" rules may restrict the ability of broker-dealers to sell the Company's Common Stock and may negatively affect the ability of the Purchaser to sell the Common Stock.
Xxxxx Stock. On the Closing Date, shares of Xxxxx Common Stock shall be eligible for quotation on the OTC Markets.
Xxxxx Stock. The New SPAC Class A Common Shares shall not constitute “xxxxx stock” as such term is defined in Rule 3a51-1 of the Exchange Act.
