Common use of Business Combination Clause in Contracts

Business Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the Representatives, if they are engaged, will provide the following information (“Merger Information”) to FINRA (and Representatives, if they are not engaged) prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 2710 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s delivery of the Merger Information to the Representatives, the Company hereby expressly authorizes the Representatives to provide such information directly to FINRA as a result of representations the Representatives have made to FINRA in connection with the Offering.

Appears in 3 contracts

Samples: Underwriting Agreement (United Refining Energy Corp), Underwriting Agreement (United Refining Energy Corp), Underwriting Agreement (United Refining Energy Corp)

AutoNDA by SimpleDocs

Business Combination. In For the period of ninety (90) days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the Representatives, if they are engaged, will provide the following information (the “Merger Information”) to FINRA (and Representatives, if they are not engaged) Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the OfferingCompany’s initial public offering, as such term is defined in Rule 2710 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder shareholder approval for the Business Combination. Upon the Company’s delivery of the Merger Information to the RepresentativesRepresentative, the Company hereby expressly authorizes the Representatives Representative to provide such information directly to FINRA as a result of representations the Representatives have Representative has made to FINRA in connection with the Offering.

Appears in 3 contracts

Samples: Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP)

Business Combination. In the event any person or entity (regardless of any FINRA NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the Representatives, if they are engaged, will provide the following information (“Merger Information”) to FINRA the NASD (and Representatives, if they are not engaged) prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 2710 of FINRAthe NASD’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s delivery of the Merger Information to the Representatives, the Company hereby expressly authorizes the Representatives to provide such information directly to FINRA the NASD as a result of representations the Representatives have made to FINRA the NASD in connection with the Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (TransTech Services Partners Inc.), Underwriting Agreement (TransTech Services Partners Inc.)

Business Combination. In the event any person or entity (regardless of any FINRA NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the RepresentativesRepresentative, if they are engaged, will provide the following information (“Merger Information”) to FINRA the NASD (and RepresentativesRepresentative, if they are not engaged) prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 2710 of FINRAthe NASD’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s delivery of the Merger Information to the RepresentativesRepresentative, the Company hereby expressly authorizes the Representatives Representative to provide such information directly to FINRA the NASD as a result of representations the Representatives Representative have made to FINRA the NASD in connection with the Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (United Refining Energy Corp), Underwriting Agreement (United Refining Energy Corp)

Business Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the RepresentativesRepresentative, if they are engaged, will provide the following information ("Merger Information") to the FINRA (and RepresentativesRepresentative, if they are not engaged) prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Offering, as such term is defined in Rule 2710 of the FINRA’s 's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s 's delivery of the Merger Information to the RepresentativesRepresentative, the Company hereby expressly authorizes the Representatives Representative to provide such information directly to the FINRA as a result of representations the Representatives Representative have made to the FINRA in connection with the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (China Resources Ltd.)

AutoNDA by SimpleDocs

Business Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the Representatives, if they are engaged, will provide the following information (“Merger Information”) to the FINRA (and Representatives, if they are not engaged) prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 2710 of the FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s delivery of the Merger Information to the Representatives, the Company hereby expressly authorizes the Representatives to provide such information directly to the FINRA as a result of representations the Representatives have made to the FINRA in connection with the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Longwei Petroleum Investment Holding LTD)

Business Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the RepresentativesRepresentative, if they are engaged, will provide the following information (“Merger Information”) to the FINRA (and RepresentativesRepresentative, if they are not engaged) prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 2710 of the FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s delivery of the Merger Information to the RepresentativesRepresentative, the Company hereby expressly authorizes the Representatives Representative to provide such information directly to the FINRA as a result of representations the Representatives Representative have made to the FINRA in connection with the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (China Resources Ltd.)

Business Combination. In the event any person or entity (regardless of any FINRA NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company or the RepresentativesRepresentative, if they are engaged, will provide the following information ("Merger Information") to FINRA the NASD (and RepresentativesRepresentative, if they are not engaged) prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Offering, as such term is defined in Rule 2710 of FINRA’s the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s 's delivery of the Merger Information to the RepresentativesRepresentative, the Company hereby expressly authorizes the Representatives Representative to provide such information directly to FINRA the NASD as a result of representations the Representatives Representative have made to FINRA the NASD in connection with the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (China Energy & Resources LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.