Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive Officer and Chief Operating Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing.
(b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC.
(c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,500,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full), and (ii) such distributions may only be made (x) if and to the extent that interest has been earned on the amount initially deposited into the Trust Account and (y) if all payments due to PIRAC up to the time of such distribution have been made.
(d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted.
Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of a written request signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying the amount of taxes payable by the Company with respect of income earned on the Property, franchise taxes or any other taxes, then, at the written instruction of the Company, the Trustee shall promptly, 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, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such tax obligation; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the interest earned in the Trust Account. It is understood and agreed that the only duty of the Trustee with regard to this section is to follow the instruction of the Company.
(b) Upon written request from the Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring prospective target businesses, in each case as described in the prospectus that forms a part of the Registration Statement, the Trustee shall distribute to the Company an amount up to $2,250,000 in the aggregate of the income earned on the Property, net of taxes payable, through the last day of the month immediately preceding the date of receipt of the Company’s written request.
(c) Except as provided in Sections 1(i), 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted.
(d) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amoun...
Limited Distributions of Income on Property. (a) Upon written instructions from the Company, the Trustee will deliver to the Company, on a quarterly basis, from the Property in the Trust Account, an amount equal to the taxes payable by the Company, if any, relating to interest earned on the Property; provided, however, that in no event shall the Company direct the Trustee to disburse amounts pursuant to this Section 2(a) that exceed the income in respect of which such taxes are due and owing.
(b) Upon written request from the Company, which may be given from time to time but which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company an amount requested by the Company and certified by the Company to be equal to the income earned on the Property, net of taxes payable through the last day of the month immediately preceding the date of receipt of the Company’s request; provided, however, that the maximum cumulative amount of distributions, net of taxes, that the Company may request and the Trustee shall distribute pursuant to this Section 2(b) shall be $1,200,000.
(c) Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof.
Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing.
(b) Upon written request from the Company, which may be given not more than once in any calendar quarter, the Trustee shall distribute to the Company an amount equal to one-half of the income earned on the Base Deposit, net of taxes payable, over the Income Threshold (as hereinafter defined) through the last day of the month immediately preceding the date of receipt of the Company’s request; provided, however, that the maximum amount of distributions, net of taxes, that the Company may request and the Trustee shall distribute pursuant to this Section 2(b) shall be $2,500,000. For purposes of this Agreement, the “Income Threshold” shall mean the product of (i) the number of Units sold to the Underwriters upon exercise of the Underwriters’ over-allotment option, and (ii) $.20. (If the Underwriters’ over-allotment option is not exercised, the Income Threshold shall be zero.)
(c) Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof.
Limited Distributions of Income on Property. (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, then, at the written instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service by wire transfer out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes.
(b) Upon written request from the Company stating that such distribution pursuant to this Section 2(b) shall be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, in each case as described in the prospectus that forms a part of the Registration Statement, the Trustee shall distribute to the Company an amount equal to $2,000,000 of the income earned and collected on the Base Deposit through the last day of the month immediately preceding the date of receipt of the Company’s written request.
(c) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, signed by on behalf of the Company in accordance with Section 3(a) of this Agreement, certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter.
(d) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 3(j) hereof.
Limited Distributions of Income on Property. (a) If there is any tax obligation to be paid by the Company, then upon receipt by the Trustee of a written request executed by the Chief Executive Officer and the Chief Financial Officer of the Company, the Trustee shall disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as required to pay such taxes.
(b) Upon receipt by the Trustee of an officer’s certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying that such distribution pursuant to this Section 2(b) shall only be used to pay the costs and expenses associated with the exercise of the Underwriters’ over-allotment option, the Trustee shall distribute to the Company up to a maximum of $742,500 of the interest income earned and collected on the Base Deposit through the last day of the month immediately preceding the date of receipt of the Company’s written request pursuant to this Section 2(b).
(c) Upon receipt by the Trustee of an executed Certificate for Quarterly Distributions, a form of which is attached as Exhibit C hereto, the Trustee shall make quarterly distributions of the interest income earned and collected on the Base Deposit in accordance with the Company’s instructions.
(d) Upon receipt by the Trustee of the Termination Letter, accompanied by an officer’s certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company requesting payment of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and liquidation, including any fees and expenses incurred or imminently to be incurred by the Company in connection with its plan of dissolution and distribution, the Trustee is hereby authorized to pay and shall distribute to the Company said requested amounts.
(e) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) hereof.
(f) It is acknowledged and agreed by the parties hereto that with respect to all requests for distributions to or on behalf of the Company pursuant to this Section 2 the Trustee’s only responsibility is to follow the instructions of the Company.
Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s Certificate signed by either of the Co-Chief Executive Officers of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing.
(b) Upon one or more written requests from the Company, the Trustee shall distribute to the Company interest earned on the Trust Account, up to a maximum of $600,000 in the aggregate. The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(b) may not exceed $600,000, and (ii) that such distributions may only be made if and to the extent that interest has been earned on the amount initially deposited into the Trust Account.
(c) Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof.
Limited Distributions of Income on Property. (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 the amount of interest and other income earned on the Property requested by the Company to cover any income or other tax obligation owed by the Company.
(b) 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 the amount of interest and other income earned on the Property requested by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements, including but not limited to costs and expenses associated with the exercise of the over-allotment option, if applicable, and the cost of the liquidation and dissolution of the Company, if applicable; provided, however, that the Company will not be allowed to withdraw interest and other income earned on the Property unless there is an amount of interest and other income available in the Trust Account sufficient to pay the Company’s tax obligations currently due and owing.
(c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Section 2(a), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.
Limited Distributions of Income on Property. (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, or if there is any other tax obligation to which the Company is subject (as determined by the Company), then, at the written instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service or other taxing authority, as applicable, by wire transfer or check (as directed by the Company in its instruction letter), out of the Property in the Trust Account, the amount indicated by the Company as required to pay income or other taxes and disburse to the Company by wire transfer out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such taxes.
(b) Upon written request from the Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, including, without limitation, the expenses incurred in connection with the Company’s dissolution, the Trustee shall distribute to the Company an amount up to $1,250,000 of the interest earned and collected on the Property in the Trust Account, net of taxes payable, through the last day of the month immediately preceding the date of receipt of the Company’s written request.
(c) Upon receipt of the Termination Letter, the Trustee shall liquidate the Trust Account in accordance with Section 1(j).
(d) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted.
Limited Distributions of Income on Property. (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, then, at the written instruction of the Company, the Trustee shall disburse to the Company by wire transfer or check (as directed by the Company in its instruction letter), out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes and disburse to the Company by wire transfer out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax.
(b) Upon written request from the Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target businesses, included, without limitation, the expenses incurred in connection with the Company’s dissolution, in each case as described in the prospectus that forms a part of the Registration Statement, the Trustee shall distribute to the Company an amount equal to up to $600,000 of the income earned on the Property in the Trust Account, net of taxes payable, through the last day of the month immediately preceding the date of receipt of the Company’s written request.
(c) Upon receipt of the Termination Letter, the Trustee shall liquidate the Trust Account in accordance with Section 1(j).
(d) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted.
