Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· ], Attention: [· ], and confirmed by telephone at [· ]. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Founding Stockholder of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 1▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 800, Dallas, TX 75240, Att: General Counsel, by facsimile at 9▇▇-▇▇▇-▇▇▇▇ confirmed by telephone at 9▇▇-▇▇▇-▇▇▇▇, with a copy to J. ▇▇▇▇▇▇▇▇▇ at j▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)above. (ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.
Appears in 2 contracts
Sources: Rule 10b5 1 Stock Purchase Plan (HCM Acquisition CO), Rule 10b5 1 Stock Purchase Plan (HCM Acquisition CO)
Trading Instructions. (a) Broker Citi is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP as set forth herein Sponsor pursuant to this Purchase Plan on the later of (i) the day 10 Business Days (as defined below) after the Company files an initial preliminary proxy statement a Current Report on Form 8-K (the “Preliminary Proxy StatementSigning 8-K”) with the Securities and Exchange Commission relating to announcing its execution of a definitive agreement for a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), ) with one or more operating businesses (the “Target”) ), and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker Citi shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker Citi shall not begin purchasing Shares as agent pursuant to this Purchase Plan, for Sponsor until it receives written notification from the Company and Founding Stockholder Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice All notices hereunder shall be given to Broker Citi in writing by facsimile at [· ](▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇, Attention: [· ]▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and confirmed by telephone at [· ](▇▇▇) ▇▇▇-▇▇▇▇.
(b) In accordance with BrokerCiti’s customary procedures, Broker Citi will deposit Shares purchased hereunder into the Account against payment to Broker Citi of the purchase price therefor and commissions and other fees in respect thereof.
(c) Broker Citi will notify Founding Stockholder Sponsor and the Company via email of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 no later than 72 hours after execution of each transaction as follows: if to Highland Capital ManagementSponsor, L.P., 1to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ at ________________; and if to the Company to ▇▇▇▇▇▇ ▇▇▇▇, Suite 800, Dallas, TX 75240, Att: General Counsel, by facsimile at 9▇▇-▇▇▇-▇▇▇▇ confirmed by telephone at 9▇▇-▇▇▇-▇▇▇▇, with a copy to J. . ▇▇▇▇▇▇▇▇▇ at j______________ and, in each case, with a copy to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇ at __________________.▇▇▇
(d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker Citi shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Sponsor in compliance with Rule 10b-18(b)10b-18, the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv10b-18(13)(iv), Broker Citi may upon the advice of counsel to BrokerCiti, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B10b-18(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above.
(ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased.
(e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto.
(f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.
Appears in 1 contract
Sources: Rule 10b5 1 Stock Purchase Plan (Kanders Acquisition CO)
Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Founding Stockholder or HCMLP Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to effecting a merger, share capital stock exchange, asset acquisition, stock share purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Founding Stockholder Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at [· _______________] and [_______________], Attention: [· _____________], and confirmed by telephone at [· _____________].
(b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof.
(c) Broker will notify Founding Stockholder Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Highland Capital Management, L.P., 1▇▇▇▇ ▇. ▇. ▇▇▇▇, c/▇ ▇▇▇▇▇▇ Corporate Services Limited, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 800Grand Cayman, DallasKY1-1104 Cayman Islands, TX 75240, AttAttn: General Counsel▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, by facsimile at 9(▇▇-▇) ▇▇▇-▇▇▇▇ ▇, confirmed by telephone at 9(▇▇-▇) ▇▇▇-▇▇▇▇, with a copy to J. ▇▇▇▇▇▇▇▇▇ at j▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
(d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Founding Stockholder Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Founding Stockholder or HCMLP, as the case may be, Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x)abovex) above.
(ii) Founding Stockholder or HCMLP, as the case may be, shall pay to Broker a commission of $[· ] per Share so purchased.
(e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto.
(f) Founding Stockholder and HCMLP agree that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.
Appears in 1 contract
Sources: Rule 10b5 1 Share Purchase Plan (Overture Acquisition Corp.)