Examples of Xxxx Designees in a sentence
Additionally, pursuant to FINRA Conduct Rule 5110(e), the Founder Shares held by the Xxxx Designees will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement.
The Insiders and Xxxx Designees shall not have conversion rights with respect to the Founder Shares nor shall they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination.
The Company, the Insiders and the Xxxx Designees have entered into a registration rights agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.
To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the collective 20% ownership interest in the Common Stock of the Insiders and Xxxx Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering by the Insiders and Xxxx Designees and the Private Shares (defined below)).
Pursuant to the Subscription Agreements, the Insiders and Xxxx Designees have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Units in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.
The certificates for the Founder Shares held by the Xxxx Designees shall contain legends to reflect the above FINRA and contractual transfer restrictions.
The Xxxx Designees shall also be nominated by the board of directors of the Surviving Corporation to stand for election at the next subsequent annual meeting of Surviving Corporation’s stockholders.
The Insiders and Xxxx Designees have executed and delivered subscription agreements, the form of which is annexed as an exhibit to the Registration Statement (the “Subscription Agreements”), pursuant to which the Insiders and Xxxx Designees have agreed, among other things, that they and/or their designees will purchase on the Closing Date the Private Units in the Private Placement.
Insiders and Xxxx Designees have also agreed that, in the event the Over-allotment Option is exercised, they or their respective designees will purchase up to 60,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.20 per Public Share sold in the Offering.
The Company shall, at its cost, take all the steps necessary in advance to ensure that the Facilities, including all contracts and licenses, are fully transferable on the Termination Date.