Excluded Sections means [ ]. Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__. Signature of Stockholder Print Name of Stockholder Its: Address: Agreed and Accepted as of ____________, 20__ [________] By: Name:
Excluded Sections means (A) the Underwriter Information and (B) the sections of each Preliminary Prospectus and the Prospectus Supplement within the section entitled “The Insurer.” To the extent that the Underwriters have provided to the Sponsor any Other Offering Document (as defined below), the Sponsor has filed such Other Offering Document as required by, and within the time frames prescribed by, the Rules and Regulations; provided, that the Sponsor shall not be required to have filed any Other Offering Document that consists solely of information (A) contemplated by Rule 134 of the Rules and Regulations and included or to be included in a Preliminary Prospectus or the Prospectus Supplement or (B) contemplated by Rule 172(a) of the Rules and Regulations or (C) that is not otherwise required to be filed pursuant to the Rules and Regulations. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
Excluded Sections means [ ]. Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__. Signature of Stockholder Print Name of Stockholder Its: Address: Exhibit E Form of Warrant to Purchase Class B Common Stock [See attached.] Exhibit E to Business Combination Agreement Final Form THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION RELATED THERETO OR AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS. AMERICAN ONCOLOGY NETWORK, INC. Warrant To Purchase Common Stock Warrant No.: _____________ Number of Shares of Class B Common Stock: _____________ Date of Issuance: , 2023 (“Issuance Date”) American Oncology Network, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [___________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times, up to ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”).
Examples of Excluded Sections in a sentence
The information included in Exhibit 99.1, other than in the Excluded Sections, shall be deemed “filed” for purposes of the Exchange Act.
The quotation on page 1 of Exhibit 99.1 and the information under the caption “Highlights” on the following page (Excluded Sections) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Group Inc.
The Preliminary Official Statement as of its date did not, and the Official Statement as of its date does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, the Issuer makes no statement as to the Excluded Sections of the Preliminary Official Statement or the Official Statement.
Any reference to the Second Update to the 2014 Registration Document shall be deemed to exclude the 2014 Second Update Excluded Sections.
The quotation on page 1 of Exhibit 99.1 and the information under the caption “Annual Highlights” on the following page (Excluded Sections) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Group Inc.
More Definitions of Excluded Sections
Excluded Sections means .] Accordingly, the undersigned has executed and delivered this Joinder as of the day of , 20 HOLDER: [●] By: Name: Title: Xxxxxx and Accepted as of , 20 [NEWCO] By: Name: Title: EXHIBIT B FORM OF LOCK-UP AGREEMENT [MONTH] [DAY], 2023 Murano Global B.V. [ADDRESS] Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement is being delivered pursuant to that certain Business Combination Agreement (the “Agreement”), dated as of March [_], 2023, by and among HCM Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability, MURANO PV, S.A. de C.V., a Mexican corporation, Xxxxx Xxxxx Cababie, an individual, ES Agrupación, S.A. de C.V., a Mexican corporation, Murano Global B.V. a Dutch private limited company (“PubCo”), MPV Investments B.V., a Dutch private limited company, which is a direct wholly-owned subsidiary of PubCo, and Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability, which is a direct wholly-owned subsidiary of PubCo. Capitalized terms used herein and not otherwise defined herein shall have such meanings as set forth in the Agreement. As of the consummation of the transactions contemplated by the Agreement, the undersigned (“Holder”) shall be, the owner of record, or beneficially of, certain ordinary shares of PubCo, par value EUR 0.01 per share (“PubCo Lock-Up Shares”, including any shares convertible or exercisable of or for the PubCo Ordinary Shares). PubCo and the Holder are collectively referred to herein as the “Parties” and individually as a “Party.” In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holder and PubCo agree as follows:
Excluded Sections. For purposes of the representations and warranties of the Issuer set forth in Section (a)(viii), the indemnification provisions set forth in Section 16. and the opinions of Issuer’s Counsel [and Disclosure Counsel] required pursuant to Section 13., the “Excluded Sections” of the Preliminary Official Statement and the Official Statement shall be: (i) the section describing DTC and its book-entry-only procedures, (ii) any information provided by the Bond Insurer or Support Facility Provider, if any, expressly for use in the Official Statement, (iii) the section captioned “Underwriting” if provided in writing by the Underwriters and (iv) the following additional sections, if any: [ ]. Rule G-34 Documents: (i) The letter of credit agreement, reimbursement agreement, standby bond purchase agreement, or any other document establishing an obligation to provide credit and/or liquidity support with respect to the Securities; (ii) the indenture, bond resolution, and any supplemental or series indenture(s) or resolution(s) or any other authorizing document under which theSecurities were issued; (iii) any amendments, extensions, renewals, replacements orterminations thereof; and (iv) any other document required to comply with MSRB Rule G-34(c), as it may be amended from time to time; and, in each case where required to be delivered, such delivery shall be by electronic means in a word-searchable PDF file (or in such other form as the remarketing agent shall notify the Issuer in writing) labeled with the following information: (a) CUSIP number; (b) name of issuer; (c) name of transaction; (d) name of document; and (e) whether the document is an execution version or a redacted version.
Excluded Sections means .] Accordingly, the undersigned has executed and delivered this Joinder as of the day of , 20 HOLDER: [●] By: Name: Title: Xxxxxx and Accepted as of , 20 [NEWCO] By: Name:
Excluded Sections means [ ].] Accordingly, the undersigned has executed and delivered this Joinder as of the [•] day of [•], 20[•]. HOLDER: By: Name: Its: Address: Agreed and Accepted as of [•] [•], 20[•] COMPANY: CAPTIVISION INC. By: Name:
Excluded Sections means [ ]. Accordingly, the undersigned has executed and delivered this Joinder as of the day of , 20 . Signature of Stockholder Print Name of Stockholder Its: Address: Agreed and Accepted as of , 20__ [●] By: Name: Its: Exhibit B Intuitive Machines, Inc. [●] [●] [ ], 2023 Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Indemnification in-lieu-of Medallion Signature Guarantee To whom it may concern: This letter is in regards to the transfer by [Inflection Point Holdings LLC / Kingfishers L.P. / Kingstown 1740 Fund, LP / Name of Sponsor Holder] to [ ], of [ ] [shares of Common Stock / warrants] of Intuitive Machines Inc. (formerly known as Inflection Point Acquisition Corp.) (the “Company”). Please be advised that the Company authorizes Continental Stock Transfer & Trust Company to process the subject transfer, which includes securities that have been duly endorsed by the registered holder but do not bear a customary medallion signature guarantee. The Company agrees to indemnify Continental Stock Transfer & Trust Company against all losses, damages, costs, charges and expenses that it may in any way sustain, incur, or become liable for by reason related to the above referenced transaction. I, [●], a duly authorized officer of the Company, have the authority to execute this indemnification on behalf of the Company. Very truly yours, INTUITIVE MACHINES, INC. By: Name: Title:
Excluded Sections are any provisions of the Prime Lease that are inapplicable to or conflict with this Sublease, including, without limitation, the following sections (except to the extent such sections include defined terms or other provisions required in the interpretation of sections that are not Excluded Sections): 1, 2, 3, 4, 5 (except as provided in Section 7 of this Xxxxxxxx), 0, 00X. (except as provided in Section 8(b) of this Xxxxxxxx), 00, 00, 00, 00 (xxxxx than Section 14.E., as provided in Section 24 of this Sublease), 17.A., 17.I, 20.B, 21, 22, 23 (except as provided in Section 8(b) of this Sublease), 24 and 25, 26.K, 26.L, and Exhibits X, X, X, X, X, X-0, X-0, H, J, K, N, O and P.
Excluded Sections means Sections 3.01, 3.02, 3.04, 4.01, 4.03, and 4.17.