Common use of Limited Distributions of Income from Trust Account Clause in Contracts

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with the Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares (690,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (f) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Infinity China 1 Acquisition Corp), Investment Management Trust Agreement (Infinity China 2 Acquisition Corp)

AutoNDA by SimpleDocs

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the interest income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from the Trust Account from the interest income collected in the Property for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from interest income collected on the PropertyProperty and only if there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) By delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with the Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares (690,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (ed) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request. (f) In all cases, the Company shall provide EBC with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Infinity Cross Border Acquisition Corp), Investment Management Trust Agreement (Infinity Cross Border Acquisition Corp)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder stockholder vote in connection with the Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary SharesCommon Stock. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares 1,500,000 shares of Common Stock (690,000 1,725,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares1,725,000 shares of Common Stock). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Azteca Acquisition Corp), Investment Management Trust Agreement (Azteca Acquisition Corp)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with the Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares (690,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Infinity China 2 Acquisition Corp), Investment Management Trust Agreement (Infinity China 1 Acquisition Corp)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder stockholder vote in connection with the Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary SharesCommon Stock. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares 1,125,000 shares of Common Stock (690,000 1,293,750 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares1,293,750 shares of Common Stock). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (ROI Acquisition Corp.), Investment Management Trust Agreement (ROI Acquisition Corp.)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.05 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 525,000 Ordinary Shares (690,000 603,750 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 603,750 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (FlatWorld Acquisition Corp.)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the amount of interest income collected earned on the Property Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company. (b) The Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company may withdraw funds from the amount of interest income earned on the Trust Account for requested by the Company to cover expenses related to investigating and selecting a target business and other working capital purposes by delivery requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) Upon written request from the Company, which may be given from time to time as described in the Registration Statement, in a form substantially similar to that attached as Exhibit C E, the Trustee shall distribute to the Trustee. Company the amount necessary for it to purchase up to 1,500,000 shares of Common Stock (or up to 1,725,000 shares of Common Stock if the over-allotment option in the IPO is exercised in full (in either case, such amount being referred to as the “Maximum Amount”)), at prices (including commissions) not to exceed $9.60 per share (“Maximum Price”). (d) The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (cProperty while the limited distributions referred to in Section 2(c) By delivery of Exhibit C and only if above shall be made from the Company elects to seek a shareholder vote in connection with the Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares (690,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty itself. Except as provided in Sections Section 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide EBC with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Trio Merger Corp.)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.20 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 330,000 Ordinary Shares (690,000 379,500 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 379,500 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (FlatWorld Acquisition Corp.)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the interest income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from the Trust Account from the interest income collected in the Property for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from interest income collected on the PropertyProperty and only if there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) By delivery of Upon written request from the Company, which may be given from time to time as described in the Registration Statement, in a form substantially similar to that attached as Exhibit C and only if C, the Trustee shall distribute to the Company elects the amount necessary for it to seek a shareholder vote in connection with the Business Combination, the Company may request the release of funds necessary to repurchase purchase up to fifteen percent (15%) 600,000 of its Ordinary SharesShares (or up to 690,000 shares of Common Stock if the over-allotment option in the IPO is exercised in full (in either case, such amount being referred to as the “Maximum Amount”)), at prices not to exceed $9.60 per share (“Maximum Price”), plus any commissions or fees payable by the Company to the broker effectuating such purchases. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed $9.60 per share, plus any commissions or fees payable by the pro rata per share amount held in Company to the Trust Accountbroker effectuating such purchases; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares (690,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), ) 2(c) and 2(d) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (f) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request. (g) In all cases, the Company shall provide EBC with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Infinity Cross Border Acquisition Corp)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe IPO Shares (900,000 shares of Common Stock, or 1,035,000 shares of Common Stock if the underwriters’ over-allotment option is exercised in full). In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number shares of Ordinary Shares Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per per-share amount then held in the Trust AccountAccount ($10.10 per share whether or not the underwriters’ over-allotment option is exercised); provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares 900,000 shares of Common Stock (690,000 1,035,000 shares of Common Stock if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares1,035,000 shares of Common Stock). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Nautilus Marine Acquisition Corp)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds up to $1,250,000 (subject to adjustment as described in the Registration Statement) from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary SharesCommon Stock. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per share of Common Stock) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares 1,500,000 Common Stock (690,000 1,725,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares1,725,000 Common Stock). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (SCG Financial Acquisition Corp.)

AutoNDA by SimpleDocs

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany from the interest earned in the Trust Account and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of a letter in the form of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By delivery of Exhibit C If and only if the Company elects to seek is no longer a shareholder vote “foreign private issuer” as defined under Rule 3b-4 of the Exchange Act and the Company proceeds with a redemption of the Public Shares in connection conjunction with a proxy solicitation under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Public Shares. In connection therewith, the Company shall deliver, in addition to the delivery of a letter in the form of Exhibit CD, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidenceevidence and a letter in the form of Exhibit D, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+3.” The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Public Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust AccountAccount (inclusive of commissions); provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Public Shares (or 690,000 Public Shares if the over-allotment option of the IPO is exercised in full full, or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Public Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (BGS Acquisition Corp.)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe IPO Shares (900,000 shares of Common Stock, or 1,035,000 shares of Common Stock if the underwriters’ over-allotment option is exercised in full). In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number shares of Ordinary Shares Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per per-share amount then held in the Trust AccountAccount (approximately $10.00 per share, or approximately $9.97 per share if the underwriters’ over-allotment option is exercised in full); provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares 900,000 shares of Common Stock (690,000 1,035,000 shares of Common Stock if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares1,035,000 shares of Common Stock). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Nautilus Marine Acquisition Corp)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected interest earned on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from interest earned on the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe IPO Shares (720,000 shares of Common Stock, or 828,000 shares of Common Stock if the underwriters’ over-allotment option is exercised in full). In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number shares of Ordinary Shares Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per per-share amount then held in the Trust AccountAccount ($10.10 per share, whether or not the underwriters’ over-allotment option is exercised); provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares 720,000 shares of Common Stock (690,000 828,000 shares of Common Stock if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Shares828,000 shares of Common Stock). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Nautilus Marine Acquisition Corp)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.20 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 300,000 Ordinary Shares (690,000 345,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 345,000 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (FlatWorld Acquisition Corp.)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany from the interest earned in the Trust Account and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of a letter in the form of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By delivery of Exhibit C If and only if the Company elects to seek is no longer a shareholder vote “foreign private issuer” as defined under Rule 3b-4 of the Exchange Act and the Company proceeds with a redemption of the Public Shares in connection conjunction with a proxy solicitation under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Public Shares. In connection therewith, the Company shall deliver, in addition to the delivery of a letter in the form of Exhibit CD, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidenceevidence and a letter in the form of Exhibit D, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+3.” The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Public Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Public Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Public Shares (or 690,000 Public Shares if the over-allotment option of the IPO is exercised in full full, or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 690,000 Ordinary Public Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (BGS Acquisition Corp.)

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any income or franchise tax obligation owed by the CompanyCompany as a result of assets of the Company or interest or other income earned on the funds held in the Trust Account and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds up to $1,250,000 from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) By Also by delivery of Exhibit C and only if the Company elects to seek a shareholder vote in connection with proceeds under the Business Combinationproxy rules and not the tender offer rules, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe shares of Common Stock underlying the Units sold in the IPO. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within two trading days of the trade date. “T+2.” The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per share of Common Stock) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares 1,200,000 shares of Common Stock (690,000 1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee or, if the over-allotment option is partially not exercised in full, but is exercised in part, the number of shares that may be purchased shall be increased proportionally in relation to the proportion of the over-allotment option which is exercised but not to exceed 690,000 Ordinary Shares1,725,000 shares of Common Stock). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(d2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (fe) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Appears in 1 contract

Samples: Investment Management Trust Agreement (SCG Financial Acquisition Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!