Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 2020, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 2020, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;
Appears in 1 contract
Samples: Investment Management Trust Agreement (Gordon Pointe Acquisition Corp.)
Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) : “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer and, in the case of a Termination Letter in a form substantially similar to the Companyattached hereto as Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise taxes and income taxes up to $750,000 per annum to fund working capital requirements (and in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit B, less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15May 20, 2020, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes Account (less taxes payable and up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 2020, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;
Appears in 1 contract
Samples: Investment Management Trust Agreement (Legacy Acquisition Corp.)
Amendment of Trust Agreement. Section 1(i) of the Original Amended Agreement is hereby amended and restated in its entirety as follows:
(i) : “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (and in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit B, less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in or March 1, 2021 (the Termination Letter and the other documents referred to therein, or (y) June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 2020, if “Trust Amendment”). If a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes taxes, if any, (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) ), shall be distributed to the Public Stockholders Shareholders of record as of such date; provided, however, . It is acknowledged and agreed that there should be no reduction in the event the Trustee receives a Termination Letter principal amount per share initially deposited in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 2020, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;Account.”
Appears in 1 contract
Samples: Investment Management Trust Agreement (Megalith Financial Acquisition Corp)
Amendment of Trust Agreement. 1.1. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its (which interest shall be net of franchise and income taxes (payable and less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) June 15October 26, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 20202015, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its (which interest shall be net of franchise and income taxes (payable and less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses) ), shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15October 26, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 20202015, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”
1.2. A new Section 1(k) is hereby added to the Original Agreement as follows:
Appears in 1 contract
Samples: Investment Management Trust Agreement (ROI Acquisition Corp. II)
Amendment of Trust Agreement. 1.1. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its (which interest shall be net of franchise and income taxes (payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) June 15(i) October 1, 20202017 or (ii) if prior to October 1, subject to an option by 2017, the Company to further extend such date for publicly discloses that an additional 30 days to July 15extension past October 1, 20202017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) , shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15(i) October 1, 20202017 or (ii) if prior to October 1, subject to an option by 2017, the Company to further extend such date for publicly discloses that an additional 30 days to July 15extension past October 1, 20202017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”
1.2. A new Section 1(k) is hereby added to the Original Agreement as follows:
Appears in 1 contract
Samples: Investment Management Trust Agreement (Axar Acquisition Corp.)
Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) : “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary Officer or a Co-Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise (which interest shall be net of any taxes payable and income taxes (less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) June 15December 14, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 20202018, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes Account (less taxes payable and up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15December 14, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 20202018, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”
Appears in 1 contract
Samples: Investment Management Trust Agreement (Landcadia Holdings, Inc.)
Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) June 15February 29, 2020, subject to an option by provided that the Company to may further extend such date for an additional 30 days to July 15, 2020days, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15February 29, 2020, subject to an option by provided that the Company to may further extend such date for an additional 30 days to July 15, 2020days, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;
Appears in 1 contract
Samples: Investment Management Trust Agreement (Gordon Pointe Acquisition Corp.)
Amendment of Trust Agreement. 1.1. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B B, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise (which interest shall be net of any taxes payable and income taxes (less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, the Trustee shall not release any funds unless the Termination Letter and the other documents referred to therein expressly provide that the Deferred Discount is paid directly to the account or accounts directed by Deutsche Bank Securities Inc. on behalf of the Underwriters concurrent with any transfer of the funds held in the Trust Account to the Company or any other person, or (y) June 15upon November 6, 20202017 (or February 5, subject to an option by 2018 if the Company to further extend such date has executed a definitive agreement for an additional 30 days to July 15initial business combination by November 6, 20202017), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise (which interest shall be net of any taxes payable and income taxes (less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses) ), shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15November 6, 20202017 (or February 5, subject to an option by 2018 if the Company to further extend such date has executed a definitive agreement for an additional 30 days to July 15initial business combination by November 6, 20202017), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”
1.2. A new Section 1(k) is hereby added to the Original Agreement as follows:
Appears in 1 contract
Samples: Investment Management Trust Agreement (Global Partner Acquisition Corp.)
Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) : “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer and, in the case of a Termination Letter in a form substantially similar to the Companyattached hereto as Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise taxes and income taxes up to $750,000 per annum to fund working capital requirements (and in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit B, less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15November 20, 2020, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes Account (less taxes payable and up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 15, 2020, subject to an option by the Company to further extend such date for an additional 30 days to July 15, 2020, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;
Appears in 1 contract
Samples: Investment Management Trust Agreement (Legacy Acquisition Corp.)