Rule 419 Clause Samples
Rule 419 is a regulation under the Securities Act of 1933 that governs the registration and handling of securities offerings by blank check companies, which are companies formed for the purpose of acquiring or merging with an unspecified business. Under this rule, the proceeds from the offering and the securities sold must be placed in escrow until certain conditions are met, such as the identification of a suitable acquisition target and shareholder approval. The rule is designed to protect investors by ensuring that their funds are not misused before a legitimate business opportunity is presented, thereby reducing the risk of fraud and enhancing transparency in speculative investment vehicles.
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Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the 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 “▇▇▇▇▇ stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
Rule 419. Upon delivery and payment for the Underwritten Securities on the Closing Date and the filing of the Closing Form 8-K, the Company will not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “▇▇▇▇▇ stock” as defined in Rule 3a51-1 under the Exchange Act.
Rule 419. Upon delivery and payment for the Firm Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none of the Company's outstanding securities will be deemed to be a "▇▇▇▇▇ stock" as defined in Rule 3a-51-1 under the Exchange Act.
Rule 419. The Company agrees that it will use its commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the 1933 Act prior to the consummation of the Initial Business Combination, including, but not limited to, using its commercially reasonable efforts to prevent any of the Company’s outstanding securities from being deemed to be a “▇▇▇▇▇ stock” as defined in Rule 3a-51-1 under the 1934 Act during such period.
Rule 419. Upon delivery and payment for the Underwritten Securities on the Closing Date and filing of the Closing Form 8-K, the Company will not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “▇▇▇▇▇ stock” as defined in Rule 3a51-1 under the Exchange Act. Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Rule 419. Rule 419 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.
Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the 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 “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
Rule 419. Upon delivery and payment for the Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “p▇▇▇▇ stock” as defined in Rule 3a51-1 under the Exchange Act. Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Rule 419. Wentworth's initial public offering of securities was --------- conducted in full compliance with all applicable securities laws and regulations, including without limitation, all the requirements of Rule 419.
Rule 419. The description of Rule 419 of the Regulations contained in the Prospectus under the caption “Proposed Business—Comparisons to offerings of blank check companies,” in so far as such description constitutes a summary of the legal matters referred to therein, is accurate, and fairly presents the matters referred to therein, in each case, in all material respects.