Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the Representatives, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor or target business.] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: Reference is made to the Prospectus of Santa Mxxxxx Media Corporation (the “Company”), dated ___, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit of the Company’s public stockholders at Royal Bank of Canada, maintained by Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and that the Company may disburse monies from the Trust Account only:
Appears in 3 contracts
Samples: Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP)
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor or target business.] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: Reference is made to the Prospectus of Santa Mxxxxx Media Corporation (the “Company”), dated ___, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit of the Company’s public stockholders at Royal Bank of Canada, maintained by Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and that the Company may disburse monies from the Trust Account only:
Appears in 2 contracts
Samples: Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP)
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION HCM ACQUISITION COMPANY By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD Form of Trust Claim Waiver Letter EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor Third Party, Including Lender, Prospective Vendor or target business.Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx20__ HCM Acquisition Company 10000 Xxxx Xxxx, Xxxxxxxxxx 00000 Suite 800 Dallas, Texas 75240 Ladies and Gentlemen: Reference is made to the Prospectus of Santa Mxxxxx Media Corporation We understand that HCM Acquisition Company (the “Company”), dated ___, 2006 ) is a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “ProspectusIPO”). We acknowledge ) and private placements of its securities, and that we substantially all of those proceeds have read the Prospectus and understand that the Company has established been deposited in a trust account for the benefit of the Company’s public stockholders at Royal Bank of Canada, maintained by Continental Stock Transfer & Trust Company acting as trustee with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and that the Company may disburse underwriters of its IPO. The monies from in the Trust Account only:may be disbursed only (1) to the Company in limited amounts from time to time in order to permit the Company to pay its operating expenses and tax obligations; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s consideration of a proposed business combination with us or agreement to engage our services, buy our product, borrow money from us, or otherwise do business with us, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts, negotiations or agreements with the Company or in connection with services performed for, products provided to or money loaned to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By, Name: Title: 2 Form of Opinion of Counsel for the Company EXHIBIT B Form of Lock-Up Agreement EXHIBIT C
Appears in 1 contract
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the Representatives, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION Oceanaut, Inc. By: Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: 34 Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. [·] Maxim Group LLC [·] Total 100 % SCHEDULE II Compliance with NASD 18,750,000 [Form of Lock-Up Agreement] EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER EXHIBIT A [Letterhead of prospective vendor officer, director or target business.initial shareholder of Corporation] Santa Mxxxxx Media Corporation 9000 Oceanaut, Inc. Public Offering of Units [·], 2007 Citigroup Global Markets Inc. As Representative of the several Underwriters 000 Xxxxxxxxx Xxxxxx XxxxxxxxxXxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000 Ladies and Gentlemen: Reference This letter is made being delivered to you in connection with the Prospectus proposed Underwriting Agreement (the “Underwriting Agreement”), between Oceanaut, Inc., a corporation organized under the laws of Santa Mxxxxx Media Corporation the Republic of the Xxxxxxxx Islands (the “Company”), dated ___and you as sole representative of a group of Underwriters named therein, 2006 relating to an underwritten public offering of Units consisting of one share of the Company’s common stock, par value $.0001 per share (the “ProspectusCommon Stock”) and one warrant to purchase one share of Common Stock, of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement (the “Restricted Period”). We acknowledge that we have read the Prospectus and understand ; provided however that the Company has established a foregoing sentence shall not apply to (A) shares of Common Stock disposed of as bona fide gifts approved in writing by Citigroup Global Markets Inc., (B) any transfer for estate planning purposes of shares of Common Stock to persons immediately related to such transferor by blood, marriage or adoption or (C) any trust account solely for the benefit of such transferor and/or the Company’s public stockholders at Royal Bank persons described in the preceding clause; provided, however, that with respect to each of Canadathe transfers described in clauses (A), maintained by Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”B) and that (C) of this sentence, (i) prior to such transfer, the Company may disburse monies from transferee of such transfer, or the Trust Account only:trustee or legal guardian on behalf of any transferee, agrees in writing to be bound by the terms of this letter and (ii) no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such disposition or transfer.
Appears in 1 contract
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION CAPITOL ACQUISITION CORP. By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx Xxxxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD Form of Trust Claim Waiver Letter EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor Prospective Vendor or target business.Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 20 Capitol Acquisition Corp. 000 Xxx Xxxxxxx0xx Xxxxxx, Xxxxxxxxxx X.X. Xxxxxxxxxx, X.X. 00000 Ladies and Gentlemen: Reference We understand that Capitol Acquisition Corp. (the “Company”) is made a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “IPO”), private placements of its securities and monies loaned by one of its directors, Xxxx X. Ein, and that substantially all of those proceeds have been deposited in a trust account with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (1) to the Prospectus Company in limited amounts from time to time in order to permit the Company to pay its operating expenses and tax obligations; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of Santa Mxxxxx Media Corporation underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts, negotiations or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By: Name: Title: [Form of Lock-Up Agreement] EXHIBIT C [Letterhead of officer or director or founder or sponsor of Capitol Acquisition Corp.] Capitol Acquisition Corp. Public Offering of Units , 2007 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters named in the Underwriting Agreement Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Capitol Acquisition Corp., a Delaware corporation (the “Company”), dated ___and you as the Representative of the group of Underwriters named therein, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit relating to an underwritten public offering of Units consisting of one share of the Company’s public stockholders at Royal Bank of Canadacommon stock, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.0001 per share (the “Trust AccountCommon Stock”) and that one warrant to purchase one share of Common Stock of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, hedge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Units, shares of Common Stock, Warrants of the Company may disburse monies from or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the Trust Account only:date hereof (the “Restricted Period”); provided, however, that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Nothing in the agreement is intended to modify the provisions of the Sponsors’ Warrants Subscription Agreements or the Founders’ Offer Letters. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director or founder or sponsor]
Appears in 1 contract
Samples: Capitol Acquisition Corp
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION NTR Acquisition Co. By: Name: Xxxxx X. Xxxxxxxxx Title: 34 Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx Xxxxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD [Form of Trust Claim Waiver Letter] EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor or target business.] Santa Mxxxxx Media Corporation 9000 Xxxxxx XxxxxxxxxNTR Acquisition Co. 000 Xxxx Xxxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx XX 00000 January __, 2007 Ladies and Gentlemen: Reference We understand that NTR Acquisition Co. (the “Company”) is made a recently organized blank check company formed for the purpose of acquiring (an “initial business combination”) one or more businesses or assets in the energy industry. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “IPO”) and private placements of its securities, and that substantially all of those proceeds have been deposited in a trust account with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (1) to the Prospectus Company in limited amounts from time to time (and in no event more than $3,250,000 in total) in order to permit the Company to pay its operating expenses; (2) if the Company completes an initial business combination, to certain dissenting public stockholders, to the underwriters in the amount of Santa Mxxxxx Media Corporation underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an initial business combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation and dissolution, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby agree to waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Name of Vendor/Service Provider Authorized Signature [Form of Lock-Up Agreement] EXHIBIT C-1 [Letterhead of officer or director of NTR Acquisition Co.] NTR Acquisition Co. Public Offering of Units , 2006 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between NTR Acquisition Co., a Delaware corporation (the “Company”), dated ___and you as the representative of the group of Underwriters named therein, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit relating to an underwritten public offering of Units consisting of one share of the Company’s public stockholders at Royal Bank of Canadacommon stock, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.001 per share (the “Trust AccountCommon Stock”) and that one warrant to purchase one share of Common Stock of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc. offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company may disburse monies from or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the Trust Account only:date of the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director] [Name and address of officer or director]
Appears in 1 contract
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. [Signature Page Follows] Very truly yours, SANTA MXXXXX MEDIA CORPORATION Sapphire Industrials Corp. By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to To be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % determined. SCHEDULE II Compliance with NASD To be determined. SCHEDULE III To be determined. EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER Form of Trust Claim Waiver Letter [Letterhead of prospective vendor or target business.Of Prospective Vendor Or Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, 200 Sapphire Industrials Corp. 00 Xxxxxxxxxxx Xxxxx 000 00xx Xxxxx Xxx XxxxxxxXxxx, Xxxxxxxxxx XX 00000 Ladies and Gentlemen: Reference is made to the Prospectus of Santa Mxxxxx Media Corporation We understand that Sapphire Industrials Corp. (the “Company”), dated ___, 2006 ) is a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “ProspectusIPO”). We acknowledge ) and private placements of its securities, and that we substantially all of those proceeds have read the Prospectus and understand that the Company has established been deposited in a trust account for the benefit of the Company’s public stockholders at Royal Bank of Canada, maintained by Continental Stock Transfer & Trust Company acting as trustee with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and that the Company may disburse underwriters of its IPO. The monies from in the Trust Account only:may be disbursed only (1) to the Company in limited amounts from time to time (and in no event more than $6,000,000 in total) in order to permit the Company to pay its operating expenses; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation and dissolution, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By, Name: Title: EXHIBIT B Form of Opinion of Counsel for the Company
Appears in 1 contract
Samples: Underwriting Agreement (Sapphire Industrials Corp.)
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the Representatives, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION BOULDER SPECIALTY BRANDS, INC. By: Name: Xxxxxxx X. Xxxxxx Title: 34 Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Xxxx Capital Partners, LLC Citigroup Global Markets Inc. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Xxxx Capital Partners, LLC Total 100 % SCHEDULE II Compliance with NASD [Form of Lock-Up Agreement] EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER EXHIBIT A [Letterhead of prospective vendor officer, director or target business.initial shareholder of Corporation] Santa Mxxxxx Media Corporation 9000 Boulder Specialty Brands Inc. Public Offering of Units , 2005 Citigroup Global Markets Inc. Xxxx Capital Partners, LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx XxxxxxxxxXxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000 Ladies and Gentlemen: Reference This letter is made being delivered to you in connection with the Prospectus proposed Underwriting Agreement (the “Underwriting Agreement”), between Boulder Specialty Brands Inc., a corporation organized under the laws of Santa Mxxxxx Media Corporation Delaware (the “Company”), dated ___and each of you as representatives of a group of Underwriters named therein, 2006 relating to an underwritten public offering of Units consisting of one share of the Company’s common stock, par value $.0001 per share (the “ProspectusCommon Stock”) and one warrant to purchase one share of Common Stock, of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement (the “Restricted Period”). We acknowledge that we have read the Prospectus and understand ; provided however that the Company has established a foregoing sentence shall not apply to (A) shares of Common Stock disposed of as bona fide gifts approved in writing by Citigroup Global Markets Inc., (B) any transfer for estate planning purposes of shares of Common Stock to persons immediately related to such transferor by blood, marriage or adoption, (C) any trust account solely for the benefit of such transferor and/or the Company’s public stockholders at Royal Bank persons described in the preceding clause, or (D) the exercise of Canadaan option granted by one or more of the Initial Stockholders to a third party prior to the date hereof; provided, maintained by Continental Stock Transfer & Trust Company acting as trustee however, that with respect to each of the transfers described in clauses (the “Trust Account”A), (B), (C) and that (D) of this sentence, (i) prior to such transfer, the Company may disburse monies from transferee of such transfer, or the Trust Account only:trustee or legal guardian on behalf of any transferee, agrees in writing to be bound by the terms of this letter and (ii) no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such disposition or transfer.
Appears in 1 contract
Samples: Underwriting Agreement (Boulder Specialty Brands, Inc.)
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the Representatives, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION CAPITOL ACQUISITION CORP. II By: Name: Mxxx X. Ein Title: 34 Director and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Deutsche Bank Securities Inc. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD Time of Delivery Information SCHEDULE III Schedule of Written Testing-the-Waters Communications EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER B [Form of Lock-Up Agreement] [Letterhead of prospective vendor sponsor, officer or target business.director of Capitol Acquisition Corp. II] Santa Mxxxxx Media Corporation 9000 Capitol Acquisition Corp. II Public Offering of Units __________, 2013 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx XxxxxxxxxXxx Xxxx, Xxxxx 000 Xxx XxxxxxxXxxx 00000 Deutsche Bank Securities Inc. 60 Xxxx Xxxxxx Xxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000 As Representatives of the several Underwriters named in the Underwriting Agreement Ladies and Gentlemen: Reference This letter is made being delivered to you in connection with the Prospectus of Santa Mxxxxx Media Corporation proposed Underwriting Agreement (the “Underwriting Agreement”), between Capitol Acquisition Corp. II, a Delaware corporation (the “Company”), dated ___, 2006 and you as Representatives (the “ProspectusRepresentatives”) of the group of Underwriters named therein, relating to an underwritten public offering of Units consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one half of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, hedge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Units, shares of Common Stock, Warrants of the Company or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement (the “Restricted Period”). We acknowledge If the undersigned is a sponsor, officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such sponsor, officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that we have read such terms remain in effect at the Prospectus and understand time of the transfer. The undersigned hereby acknowledges that the Company has established a trust account agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the Restricted Period and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. Nothing in the agreement is intended to modify the provisions of the Sponsor Warrants Purchase Agreement or the Sponsor’s Letters. If for any reason the benefit Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director or founder or sponsor] [Name and address of officer or director or founder or sponsor] EXHIBIT C [Form of Press Release] Capitol Acquisition Corp. II [Date] Capitol Acquisition Corp. II (the “Company”) announced today that Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., the lead book-running managers in the Company’s recent public sale of [ ] units, each unit consisting of one share of the Company’s public stockholders at Royal Bank of Canadacommon stock, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.0001 per share (the “Trust AccountCommon Stock”), and one half of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock, are [waiving] [releasing] a lock-up restriction with respect to [ ] units held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the units may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. ADDENDUM [Form of Waiver of Lock-Up] Capitol Acquisition Corp. II Public Offering of Units , 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Capitol Acquisition Corp. II (the “Company”) of [ ] units, each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and that one warrant to purchase one share of Common Stock, of the Company may disburse monies from and the Trust Account only:lock-up letter dated , 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to units (the “Units”). Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Units, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of Citigroup Global Markets Inc. Representative] [Name and title of Citigroup Global Markets Inc. Representative] [Signature of Deutsche Bank Securities Inc. Representative] [Name and title of Deutsche Bank Securities Inc. Representative] cc: Company
Appears in 1 contract
Samples: Capitol Acquisition Corp. II
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION CAPITOL ACQUISITION CORP. By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx Xxxxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD Form of Trust Claim Waiver Letter EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor Prospective Vendor or target business.Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 20 Capitol Acquisition Corp. 000 Xxx Xxxxxxx0xx Xxxxxx, Xxxxxxxxxx X.X. Xxxxxxxxxx, X.X. 00000 Ladies and Gentlemen: Reference We understand that Capitol Acquisition Corp. (the “Company”) is made a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “IPO”), private placements of its securities and monies loaned by Xxxxxx Investments Inc., and that substantially all of those proceeds have been deposited in a trust account with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (1) to the Prospectus Company in limited amounts from time to time in order to permit the Company to pay its operating expenses and tax obligations; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of Santa Mxxxxx Media Corporation underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts, negotiations or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By: Name: Title: [Form of Lock-Up Agreement] EXHIBIT C [Letterhead of officer or director or founder or sponsor of Capitol Acquisition Corp.] Capitol Acquisition Corp. Public Offering of Units , 2007 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters named in the Underwriting Agreement Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Capitol Acquisition Corp., a Delaware corporation (the “Company”), dated ___and you as the Representative of the group of Underwriters named therein, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit relating to an underwritten public offering of Units consisting of one share of the Company’s public stockholders at Royal Bank of Canadacommon stock, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.0001 per share (the “Trust AccountCommon Stock”) and that one warrant to purchase one share of Common Stock of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, hedge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Units, shares of Common Stock, Warrants of the Company may disburse monies from or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the Trust Account only:date hereof (the “Restricted Period”); provided, however, that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Nothing in the agreement is intended to modify the provisions of the Sponsors’ Warrants Subscription Agreements or the Founders’ Offer Letters. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director or founder or sponsor]
Appears in 1 contract
Samples: Capitol Acquisition Corp
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION GLOBAL BRANDS ACQUISITION CORP. By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD Form of Trust Claim Waiver Letter EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor Prospective Vendor or target business.Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx___________, 20__ Global Brands Acquisition Corp. 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx 000 Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000 Ladies and Gentlemen: Reference We understand that Global Brands Acquisition Corp. (the “Company”) is made a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “IPO”) and private placements of its securities, and that substantially all of those proceeds have been deposited in a trust account with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (1) to the Prospectus Company in limited amounts from time to time in order to permit the Company to pay its operating expenses and tax obligations; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of Santa Mxxxxx Media Corporation underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts, negotiations or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By: Name: Title: [Form of Lock-Up Agreement] EXHIBIT C [Letterhead of officer or director of Global Brands Acquisition Corp.] Global Brands Acquisition Corp. Public Offering of Units __________, 2007 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters named in the Underwriting Agreement Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Global Brands Acquisition Corp., a Delaware corporation (the “Company”), dated ___and you as the Representative of the group of Underwriters named therein, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit relating to an underwritten public offering of Units consisting of one share of the Company’s public stockholders at Royal Bank of Canadacommon stock, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.0001 per share (the “Trust AccountCommon Stock”) and that one warrant to purchase one share of Common Stock of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, hedge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Units, shares of Common Stock, Warrants of the Company may disburse monies from or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the Trust Account only:date of the Underwriting Agreement (the “Restricted Period”); provided, however, that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Nothing in this agreement is intended to modify the provisions of the Sponsor’s Warrant Agreement, or the Founders’ Offer Letters. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director] [Name and address of officer or director]
Appears in 1 contract
Samples: Global Brands Acquisition Corp.
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. [Signature Page Follows] Very truly yours, SANTA MXXXXX MEDIA CORPORATION Triplecrown Acquisition Corp. By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx Xxxxxxx & Co. Inc. . Xxxxxxxx & Company. Broadband Capital Management LLC. Total 100 % SCHEDULE II Compliance with NASD 40,000,000 Form of Trust Claim Waiver Letter EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor or target business.Of Prospective Vendor Or Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 200 Triplecrown Acquisition Corp. 000 Xxx Xxxx Xxxxxxxx XXX 000 Xxxxxxx, Xxxxxxxxxx XX 00000 Ladies and Gentlemen: Reference We understand that Triplecrown Acquisition Corp. (the “Company”) is made a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “IPO”) and private placements of its securities, and that substantially all of those proceeds have been deposited in a trust account with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (1) to the Prospectus Company in limited amounts from time to time (and in no event more than $6,000,000 in total) in order to permit the Company to pay its operating expenses; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of Santa Mxxxxx Media Corporation underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation and dissolution, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By, Name: Title: [Form of Lock-Up Agreement] EXHIBIT C-1 [Letterhead of officer or director of Triplecrown Acquisition Corp.] Triplecrown Acquisition Corp. Public Offering of Units , 2007 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Triplecrown Acquisition Corp., a Delaware corporation (the “Company”), dated ___and you as the Representative of the group of Underwriters named therein, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit relating to an underwritten public offering of Units consisting of one share of the Company’s public stockholders at Royal Bank of Canadacommon stock, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.0001 per share (the “Trust AccountCommon Stock”) and that one warrant to purchase one share of Common Stock of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, transfer, pledge, hedge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company may disburse monies from or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the Trust Account only:date of the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director]
Appears in 1 contract
Samples: Triplecrown Acquisition Corp.
Canada. Each of the Underwriters hereby covenants agrees, severally and agrees not jointly, that it will not distribute (i) make any offer or sale of any Securities, or solicit offers to buy any Securities, under circumstances that would require the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory of Canada to be qualified by a prospectus filed in accordance with the securities legislation applicable in such Province or Territory of Canada, and (ii) engage in any advertisement of the Securities in any printed media of general and regular paid circulation, radio or any other form of advertising in connection with the offer and sale of any Securities in such Province or Territory of Canada. If the foregoing is in accordance with your understanding of our agreement, as the Representatives, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION U.S. CONCRETE, INC. By: /s/ Rxxxxx X. Xxxxx Name: Rxxxxx X. Xxxxx Title: 34 Senior Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenspecified in Schedule I hereto. Citigroup Global Markets Inc. By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Deutsche Bank Securities Inc. By: Name: Title: Managing Director For themselves itself and the other several Underwriters Underwriters, if any, named in Schedule I II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated February 1, 2006 Registration Statement No. 333-42860 Representative(s): Citigroup Global Markets Inc. Title, Purchase Price and Description of Securities: Title: Common Stock, par value $0.001 per share Number of Underwritten Securities to be sold by the Company: 7,000,000 Number of Option Securities to be sold by the Company: 1,050,000 Price per Share to Public (include accrued dividends, if any): $11.250 Price per Share to the Underwriters — total: $10.589 Other provisions: Closing Date, Time and Location: February 7, 2006 at 10:00 a.m., at Bxxxx Bxxxx L.L.P., 900 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Type of Offering: Non-Delayed Date referred to in Section 5(h) after which the Company may offer or sell securities issued by the Company without the consent of the Representative(s): May 2, 2006 SCHEDULE II Number of Underwritten Underwriters Securities to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities 4,550,000 BB&T Capital Markets, a division of Sxxxx & Sxxxxxxxxxxx, Inc. Ladenburg Txxxxxx 1,400,000 Sxxxxxx Mxxxxx Xxxxxx Inc. 700,000 Dxxxxxxxx & Co. Company LLC 350,000 Total 7,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE IV Foreign Qualifications of the Company and its subsidiaries American Concrete Products, Inc. Total 100 % SCHEDULE II Compliance with NASD None Atlas-Tuck Concrete, Inc. None B.W.B., Inc. of Michigan Michigan Bxxxx Concrete Enterprises, Ltd. None Bxxxx Industries, Inc. None Bxxxx Investment Corporation, Inc. None Bxxxx Management, Inc. None Builders’ Redi-Mix, LLC Michigan Central Concrete Corp. New Jersey Central Concrete Supply Co., Inc. None Central Precast Concrete, Inc. None Concrete XXXI Acquisition, Inc. None Concrete XXXII Acquisition, Inc. None Concrete XXXIII Acquisition, Inc. None Concrete XXXIV Acquisition, Inc. None Concrete XXXV Acquisition, Inc. None Concrete XXXVI Acquisition, Inc. None Eastern Concrete Materials, Inc. New York Ready Mix Concrete Company of Knoxville Tennessee San Diego Precast Concrete, Inc. California Sierra Precast, Inc. None Sxxxx Pre-cast, Inc. Arizona Superior Concrete Materials, Inc. Virginia, Maryland, Delaware Superior Materials, Inc. None Titan Concrete Industries, Inc. Tennessee, Mississippi U.S. Concrete, Inc. Texas USC GP, Inc. Texas USC LP, Inc. None USC Atlantic, Inc. New Jersey USC Management Co., L.P. None USC Michigan, Inc. Michigan USC Payroll, Inc. Texas U.S. Concrete On-Site, Inc. Maryland, District of Columbia Wyoming Concrete Industries LLC None [Form of Lock-Up Agreement] EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor officer or target business.director of U.S. Concrete, Inc.] Santa Mxxxxx Media Corporation 9000 U.S. Concrete, Inc. Public Offering of Common Stock , 2006 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx XxxxxxxxxXxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000 Ladies and Gentlemen: Reference This letter is made being delivered to you in connection with the Prospectus of Santa Mxxxxx Media Corporation proposed Underwriting Agreement (the “Underwriting Agreement”), between U.S. Concrete, Inc., a Delaware corporation (the “Company”), dated ___and you as representative of a group of Underwriters named therein, 2006 relating to an underwritten public offering of Common Stock, $0.001 par value (the “ProspectusCommon Stock”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit , of the Company’s public stockholders at Royal Bank . In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of CanadaCitigroup Global Markets Inc., maintained offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by Continental Stock Transfer & Trust Company acting actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as trustee (amended, and the “Trust Account”) rules and that regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company may disburse monies from or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the Trust Account only:date of the Underwriting Agreement, other than (i) any shares of Common Stock disposed of as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by the terms of this letter and (ii) any shares of Common Stock transferred to the Company in connection with netting arrangements associated with tax withholding requirements applicable to the vesting of shares of restricted stock held by the undersigned as of the date hereof. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]
Appears in 1 contract
Samples: Us Concrete Inc
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. [Signature Page Follows] Very truly yours, SANTA MXXXXX MEDIA CORPORATION Sapphire Industrials Corp. By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to To be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % determined. SCHEDULE II Compliance with NASD To be determined. EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER Form of Trust Claim Waiver Letter [Letterhead of prospective vendor or target business.Of Prospective Vendor Or Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, 200 Sapphire Industrials Corp. 00 Xxxxxxxxxxx Xxxxx 000 00xx Xxxxx Xxx XxxxxxxXxxx, Xxxxxxxxxx XX 00000 Ladies and Gentlemen: Reference is made to the Prospectus of Santa Mxxxxx Media Corporation We understand that Sapphire Industrials Corp. (the “Company”), dated ___, 2006 ) is a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “ProspectusIPO”). We acknowledge ) and private placements of its securities, and that we substantially all of those proceeds have read the Prospectus and understand that the Company has established been deposited in a trust account for the benefit of the Company’s public stockholders at Royal Bank of Canada, maintained by Continental Stock Transfer & Trust Company acting as trustee with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and that the Company may disburse underwriters of its IPO. The monies from in the Trust Account only:may be disbursed only (1) to the Company in limited amounts from time to time (and in no event more than $ in total) in order to permit the Company to pay its operating expenses; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation and dissolution, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By, Name: Title: EXHIBIT B Form of Opinion of Counsel for the Company
Appears in 1 contract
Samples: Underwriting Agreement (Sapphire Industrials Corp.)
Canada. Each of the Underwriters hereby covenants and agrees that it ------ will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the Representatives, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION Rio Hotel & Casino, Inc. By: -------------------------------- Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Salomon Brothers Inc Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Name: Title: Deutsche Bank Securities Inc. Salomon Brothers Inc By: Name: Title: ------------------------- Vice President For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx ---------- NUMBER OF SHARES TO BE UNDERWRITERS PURCHASED ------------ ------------------- Salomon Brothers Inc................................... Xxxxxxx Lynch, Pierce, Xxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD Xxxxx Incorporated..... -------------------- TOTAL 3,000,000 EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor officer, director or target business.] Santa Mxxxxx Media Corporation 9000 major shareholder of Rio Hotel & Casino, Inc. Rio Hotel & Casino, Inc. Public Offering of Common Stock ------------------------------- , 19 Salomon Brothers Inc Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxx& Xxxxx Incorporated As Representatives of the several Underwriters, c/o Salomon Brothers Inc Seven Xxxxx 000 Xxxxx Xxxxxx Xxx XxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000 Ladies and Gentlemen: Reference This letter is made being delivered to you in connection with the Prospectus of Santa Mxxxxx Media proposed Underwriting Agreement (the "Underwriting Agreement"), between Rio Hotel & Casino, Inc., a Nevada Corporation (the “"Company”"), dated ___and each of you as representatives of a group of Underwriters named therein, 2006 relating to an underwritten public offering of Common Stock, $.01 par value (the “Prospectus”"Common Stock"). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit , of the Company’s public stockholders at Royal Bank . In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of CanadaSalomon Brothers Inc, maintained by Continental Stock Transfer & Trust Company acting as trustee (offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the “Trust Account”) and that Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company may disburse monies from or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 120 days after the Trust Account only:date of this Agreement, other than (i) any shares of Common Stock to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Common Stock disposed of as bona fide gifts approved by Salomon Brothers Inc (provided that requests for such approval shall be acted upon promptly). If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of executive officer or director] [Name and address of executive officer or director]
Appears in 1 contract
Samples: Rio Hotel & Casino Inc
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. [Signature Page Follows] Very truly yours, SANTA MXXXXX MEDIA CORPORATION Prospect Acquisition Corp. By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Markets, Inc. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. Form of Opinion of Counsel for the Company EXHIBIT B SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Markets, Inc. Ladenburg Txxxxxx Xxxxxxxx & Co. Inc. I-Bankers Securities, Inc. Total 100 % SCHEDULE II Compliance with NASD 25,000,000 [Form of Lock-Up Agreement] EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER C-1 [Letterhead of prospective vendor officer or target business.director of Prospect Acquisition Corp.] Santa Mxxxxx Media Corporation 9000 Prospect Acquisition Corp. Public Offering of Units , 2007 Citigroup Global Markets Inc. 380 Xxxxxxxxx Xxxxxx XxxxxxxxxXxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000 As Representative of the several Underwriters Ladies and Gentlemen: Reference This letter is made being delivered to you in connection with the Prospectus of Santa Mxxxxx Media Corporation proposed Underwriting Agreement (the “Company”"Underwriting Agreement"), dated ___between Prospect Acquisition Corp., 2006 a Delaware corporation (the “Prospectus”"Company"). We acknowledge that we have read , and you as the Prospectus and understand that Representative of the Company has established a trust account for the benefit group of Underwriters named therein, relating to an underwritten public offering of Units consisting of one share of the Company’s public stockholders at Royal Bank of Canada's common stock, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.0001 per share (the “Trust Account”"Common Stock") and that one warrant to purchase one share of Common Stock of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, transfer, pledge, hedge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company may disburse monies from or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the Trust Account only:date of the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director] [Name and address of officer or director] QuickLinks
Appears in 1 contract
Samples: Prospect Acquisition Corp
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the Representatives, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION BANK STREET TELECOM FUNDING CORP. By: ------------------------------- Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. By: --------------------------------------------- Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to be Purchased ------------ --------------- Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 Inc................ ---------- Total.............................. 100% SCHEDULE II Compliance with NASD EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor or target businessLETTERHEAD OF PROSPECTIVE VENDOR OR TARGET BUSINESS.] Santa Mxxxxx Media Corporation 9000 Bank Street Telecom Funding Corp. Xxx Xxxxxxxx Xxxxxx Xxxxxxxxx00xx Xxxxx Xxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx XX 00000 Ladies and Gentlemen: Reference is made to the Prospectus of Santa Mxxxxx Media Corporation Bank Street Telecom Funding Corp. (the “"Company”"), dated ___, 2006 (the “"Prospectus”"). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit of the Company’s 's public stockholders at Royal Bank Xxxxx Xxxxxx, a division of CanadaCitigroup Global Markets, Inc., maintained by Continental Stock Transfer & Trust Company acting as trustee (the “"Trust Account”") and that the Company may disburse monies from the Trust Account only:
Appears in 1 contract
Samples: Bank Street Telecom Funding Corp.
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA CORPORATION HCM ACQUISITION COMPANY By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Inc. Total 100 % SCHEDULE II Compliance with NASD Form of Trust Claim Waiver Letter EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor Prospective Vendor or target business.Target Business] Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx20__ HCM Acquisition Company 10000 Xxxx Xxxx, Xxxxxxxxxx 00000 Suite 800 Dallas, Texas 75240 Ladies and Gentlemen: Reference is made to the Prospectus of Santa Mxxxxx Media Corporation We understand that HCM Acquisition Company (the “Company”), dated ___, 2006 ) is a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “ProspectusIPO”). We acknowledge ) and private placements of its securities, and that we substantially all of those proceeds have read the Prospectus and understand that the Company has established been deposited in a trust account for the benefit of the Company’s public stockholders at Royal Bank of Canada, maintained by Continental Stock Transfer & Trust Company acting as trustee with a third party (the “Trust Account”) for the benefit of the Company, certain of its stockholders and that the Company may disburse underwriters of its IPO. The monies from in the Trust Account only:may be disbursed only (1) to the Company in limited amounts from time to time in order to permit the Company to pay its operating expenses and tax obligations; (2) if the Company completes an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation, and then to the Company’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts, negotiations or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By, Name: Title: 2 Form of Opinion of Counsel for the Company EXHIBIT B Form of Lock-Up Agreement EXHIBIT C
Appears in 1 contract
Canada. Each of the Underwriters hereby covenants and agrees that it will not distribute the Securities in such a manner as to require the filing of a prospectus or similar document (excluding a private placement offering memorandum) with respect to the Securities under the laws of any Province or Territory in Canada. .] If the foregoing is in accordance with your understanding of our agreement, as the RepresentativesRepresentative, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SANTA MXXXXX MEDIA NORTH ASIA INVESTMENT CORPORATION By: Name: Title: 34 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Deutsche Bank Securities Inc. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: For themselves itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities Underwriters to be Purchased Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Ladenburg Txxxxxx & Co. Early Bird Capital, Inc. Total 100 % SCHEDULE II Compliance with NASD EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER Form of Trust Claim Waiver Letter [Letterhead of prospective vendor Prospective Vendor, Lender or target business.Target Business] Santa Mxxxxx Media , 2008 North Asia Investment Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 [Address] Ladies and Gentlemen: Reference We understand that North Asia Investment Corporation (the “Company”) is made a recently organized blank check company formed for the purpose of acquiring (an “Initial Business Combination”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “Offering”) and private placements of its securities, and that substantially all of those proceeds have been deposited in a trust account with a third party (the “Trust Account”) for the benefit of the Company, certain of its shareholders and the underwriters of the Offering. The monies in the Trust Account may be disbursed only (1) to the Prospectus Company in limited amounts from time to time in order to permit the Company to pay its operating expenses and tax obligations; (2) if the Company completes an Initial Business Combination, to certain dissenting public shareholders, to the underwriters in the amount of Santa Mxxxxx Media underwriting discounts and commissions they earned in the Offering but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company’s public shareholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “Claim”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) and (2) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts, negotiations or agreements with the Company or in connection with services performed for or products provided to the Company. This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto. Yours very truly, [NAME] By, Name: Title: EXHIBIT F [Letterhead of officer or director of North Asia Investment Corporation] North Asia Investment Corporation Public Offering of Units , 2008 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters named in the Underwriting Agreement Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between North Asia Investment Corporation, a corporation organized under the laws of the Cayman Islands (the “Company”), dated ___and you as the Representative of the group of Underwriters named therein, 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit relating to an underwritten public offering of Units consisting of one share of the Company’s public stockholders at Royal Bank of Canadaordinary shares, maintained by Continental Stock Transfer & Trust Company acting as trustee par value $0.0001 per share (the “Trust AccountOrdinary Shares”) and that one warrant to purchase one Ordinary Share of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, hedge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Units, Ordinary Shares, Warrants of the Company may disburse monies from or any securities convertible into, or exercisable or exchangeable for Ordinary Shares, or publicly announce an intention to effect any such transaction, for a period of 180 days after the Trust Account only:date of the Underwriting Agreement (the “Restricted Period”); provided, however, that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Nothing in this agreement is intended to modify the provisions of the Founders’ Purchase Agreement. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no further force and effect. Yours very truly, [Signature of officer or director] [Name and address of officer or director]
Appears in 1 contract
Samples: North Asia Investment CORP
