Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only (x) after and promptly after receipt of, and only in accordance with, the terms of a letter from the Corporation (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Corporation by its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary or Chairman of the board of directors (the “Board”) or other authorized officer of the Corporation, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $50,000 to the Corporation to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Corporation’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein or (y) on September 17, 2019, 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 trust account deposits (which interest shall be net of any taxes payable and less up to $50,000 to the Corporation 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 September 17, 2019, 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 (Modern Media Acquisition Corp.)
Amendment of Trust Agreement. 1.1. Section 1(i) of the Original Agreement Agreement, as amended, is hereby amended and restated in its entirety as follows: “:
(i) Commence liquidation of the Trust Account only (x) after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Corporation Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , as applicable, signed on behalf of the Corporation Company by its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the CorporationCompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest earned on the trust account deposits (which Trust Account, less any interest shall be net of taxes payable and less up to $50,000 to previously released to, or reserved for use by, the Corporation Company as provided in this Agreement for working capital purposes or to pay taxes or dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Corporation’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein therein, or (y) on September 17upon April 30, 20192018 (“Termination Date”), 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 any amounts representing interest earned on the trust account deposits (which Trust Account, less any interest shall be net of any taxes payable and less up to $50,000 to previously released to, or reserved for use by, the Corporation Company as provided in this Agreement for working capital requirements or to pay taxes or dissolution expenses), shall be distributed to the Public Stockholders of record as of such date; provided, however, . The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that in the event the Trustee receives a Termination Letter in a form substantially similar is to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by September 17, 2019, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed be made to the Public StockholdersStockholders and, in its separate capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public Stockholders in accordance with the terms of this Agreement and the Company’s Certificate of Incorporation in effect at the time of such distribution;”
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 (JM Global Holding Co)
Amendment of Trust Agreement. 1.1 A new Section 1(i1(k) of is hereby added to the Original Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only :
(xk) after and promptly after receipt of, and only in accordance with, the terms of a letter Upon written request from the Corporation (“Termination Letter”) Company, which may be given from time to time in a form substantially similar to that attached hereto as either Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders the amount requested by the Company to be used to redeem ordinary shares from Public Shareholders in the event that the Company’s shareholders approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, as amended, to extend the time period in which the Company must complete its initial Business Combination or liquidate the Trust Account. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to request said funds, and the Trustee shall have no responsibility to look beyond said request.”
1.2 A or new Exhibit B signed D is hereby added to the Original Agreement as follows: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Stockholder Redemption Withdrawal Instruction Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Bison Capital Acquisition Corp., (the “Company”), and Continental Stock Transfer & Trust Company (“Trustee”), dated as of June 19, 2017 (as amended from time to time, “Trust Agreement”), the Company hereby requests that you deliver to the Public Shareholders $______ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Corporation by its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary or Chairman of Beneficiaries. Capitalized terms used but not defined herein shall have the board of directors (the “Board”) or other authorized officer of the Corporation, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $50,000 to the Corporation to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Corporation’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein or (y) on September 17, 2019, 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 meanings set forth in the Termination Letter attached Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their ordinary shares redeemed by the Company in connection with the stockholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, as Exhibit B and amended, to extend the Property time in which the Company must complete a Business Combination or liquidate the Trust Account. As such, including interest earned you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the trust account deposits (which interest shall be net of any taxes payable Beneficiaries. Very truly yours, BISON CAPITAL ACQUISITION CORP. By: /s/ Xxxxx Xxxxxxx Xxxx Name: Xxxxx Xxxxxxx Xxxx Title: Chief Executive Officer and less up to $50,000 to the Corporation to pay dissolution expenses)Director cc: EarlyBirdCapital, 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 September 17, 2019, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”Inc.
Appears in 1 contract
Samples: Investment Management Trust Agreement (Bison Capital 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 (x) after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Corporation Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , as applicable, signed on behalf of the Corporation Company by its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the CorporationCompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest earned on the trust account deposits (which Trust Account, less any interest shall be net of taxes payable and less up to $50,000 to previously released to, or reserved for use by, the Corporation Company as provided in this Agreement for working capital purposes or to pay taxes or dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Corporation’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein therein, or (y) on September 17upon January 29, 20192018 (“Termination Date”), 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 any amounts representing interest earned on the trust account deposits (which Trust Account, less any interest shall be net of any taxes payable and less up to $50,000 to previously released to, or reserved for use by, the Corporation Company as provided in this Agreement for working capital requirements or to pay taxes or dissolution expenses), shall be distributed to the Public Stockholders of record as of such date; provided, however, . The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that in the event the Trustee receives a Termination Letter in a form substantially similar is to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by September 17, 2019, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed be made to the Public StockholdersStockholders and, in its separate capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public Stockholders in accordance with the terms of this Agreement and the Company’s Certificate of Incorporation in effect at the time of such distribution;”
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 (JM Global Holding Co)
Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only (x) after and promptly after receipt of, and only in accordance with, the terms of a letter from the Corporation (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Corporation by its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary or Chairman of the board of directors (the “Board”) or other authorized officer of the Corporation, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $50,000 to the Corporation to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Corporation’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein or (y) on September June 17, 2019, 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 trust account deposits (which interest shall be net of any taxes payable and less up to $50,000 to the Corporation 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 September June 17, 2019, 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 (Modern Media 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 (x) after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Corporation Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Corporation Company by its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the CorporationCompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the trust account deposits (which interest shall be net of any taxes payable and less up to $50,000 100,000 of interest that may be released to the Corporation Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the CorporationCompany’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein therein, or (y) on September 17upon November 27, 20192017, 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 trust account deposits (which interest shall be net of any taxes payable and less up to $50,000 100,000 of interest that may be released to the Corporation Company to pay dissolution expenses), shall be distributed to the Public Stockholders Shareholders 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 September 17November 27, 20192017, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public StockholdersShareholders;”
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 (GP Investments Acquisition Corp.)