Excluded Sections means [ ].
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: [See attached.] 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. 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 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.
The Plan (apart from the Excluded Sections), the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
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.
More Definitions of Excluded Sections
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 [________] By: Name: Its:
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: Xxxxxx and Accepted as of _____________________, 20___ By: Name: Its: Perception Capital Partners II LLC Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxx X. Xxxxx Xxxx Xxxxxx
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: [ ], 2024 Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx New York, NY 10004 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 II LLC / Name of Sponsor Holder] to [ ], of [ ] [shares of Common Stock / warrants] of USA Rare Earth, Inc. (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, liability or costs that may ensue as a result of its processing 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, By: Name: Title: [Inflection Point Holdings II LLC / Name of Sponsor Holder] [ ], 2024 USA Rare Earth, Inc. [●] [●] 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 II LLC / Name of Sponsor Holder] (the “Transferor”) to [ ], of [ ] [shares of Common Stock / warrants] of USA Rare Earth, Inc. (the “Company”). Please be advised that the Transferor authorizes the Company and Continental Stock Transfer & Trust Company to process the subject transfer, which includes securities that have been duly endorsed by the Transferor but do not bear a customary medallion signature guarantee. The Transferor agrees to indemnify the Company against all losses, liability or costs that may ensue as a result of its processing 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, [Inflection Point Holdings II LLC / Name of Sponsor Holder] By: Name: Title: THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”) (formerly known as I...
Excluded Sections means Sections 3.01, 3.02, 3.04, 4.01, 4.03, and 4.17.
Excluded Sections means [ ]. This Joinder may be executed in multiple counterparts, including by means of facsimile or electronic signature, each of which shall be deemed an original, but all of which together shall constitute the same instrument.
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 .] Accordingly, the undersigned has executed and delivered this Joinder as of the day of , 20 By: Name: Title: Xxxxxx and Accepted as of , 20 By: Name: Title: 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: