Common use of Maintenance of Funds in the Trust Account Clause in Contracts

Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment the Company proposes to its charter pursuant to which Public Stockholders are offered the right to redeem their Public Shares in connection therewith as contemplated in the last sentence of Section 3(t) hereof or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Warrants held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution of the Trust Account to the Public Stockholders in connection with the redemption of Class A Shares held by the Public Stockholders pursuant to the terms of the Company’s charter if the Company fails to consummate an initial Business Combination.

Appears in 6 contracts

Samples: Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (PROOF Acquisition Corp I), Underwriting Agreement (Southport Acquisition Corp)

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Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment the Company proposes to its charter pursuant to which Public Stockholders Shareholders are offered the right to redeem their Public Shares in connection therewith as contemplated in the last sentence of Section 3(t) hereof or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Warrants held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution of the Trust Account to the Public Stockholders Shareholders in connection with the redemption of Class A Shares held by the Public Stockholders Shareholders pursuant to the terms of the Company’s charter if the Company fails to consummate an initial Business Combination.

Appears in 4 contracts

Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Worldwide Webb Acquisition Corp.)

Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment the Company proposes to its charter pursuant to which Public Stockholders Shareholders are offered the right to redeem their Public Shares in connection therewith as contemplated in the last sentence of Section 3(t) hereof hereof, or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Warrants held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution of the Trust Account to the Public Stockholders Shareholders in connection with the redemption of Class A Shares held by the Public Stockholders Shareholders pursuant to the terms of the Company’s charter if the Company fails to consummate an initial Business Combination.

Appears in 3 contracts

Samples: Underwriting Agreement (Jackson Acquisition Co), Underwriting Agreement (Jackson Acquisition Co), Underwriting Agreement (Jackson Acquisition Co)

Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment the Company proposes to its charter pursuant to which Public Stockholders Shareholders are offered the right to redeem their Public Shares in connection therewith as contemplated in by the last sentence of Section 3(t) hereof or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Warrants held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution of the Trust Account to the Public Stockholders Shareholders in connection with the redemption of Class A Shares held by the Public Stockholders Shareholders pursuant to the terms of the Company’s charter if the Company fails to consummate an initial Business Combination.

Appears in 2 contracts

Samples: Underwriting Agreement (Mercato Partners Acquisition Corp), Underwriting Agreement (Mercato Partners Acquisition Corp)

Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee trustee under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, (i) all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment Combination or the Company proposes to its charter pursuant to which Public Stockholders are offered Liquidation and (ii) funds in the right to redeem their Public Shares Trust Account may be released in connection therewith as contemplated with redemptions of shares of Class A Common Stock included in the last sentence Securities in connection with certain amendments to the Amended and Restated Certificate of Section 3(t) hereof or the LiquidationIncorporation, as described therein; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Warrants Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution distributions of the Trust Account to the Public Stockholders in connection with the redemption of Class A Shares Common Stock held by the Public Stockholders pursuant to the terms of the Company’s charter Amended and Restated Certificate of Incorporation if the Company fails to consummate an initial Business Combination.

Appears in 2 contracts

Samples: Underwriting Agreement (Stratim Cloud Acquisition Corp.), Underwriting Agreement (Stratim Cloud Acquisition Corp.)

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Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)not previously released to the Company to pay taxes) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment the Company proposes to its charter pursuant to which Public Stockholders Shareholders are offered the right to redeem their Public Shares in connection therewith as contemplated in by the last sentence of Section 3(t) hereof or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Warrants held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution of the Trust Account to the Public Stockholders Shareholders in connection with the redemption of Class A Shares held by the Public Stockholders Shareholders pursuant to the terms of the Company’s charter if the Company fails to consummate an initial Business Combination.

Appears in 2 contracts

Samples: Underwriting Agreement (Banner Acquisition Corp.), Underwriting Agreement (Banner Acquisition Corp.)

Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment the Company proposes to its charter pursuant to which the Public Stockholders Shareholders are offered the right to redeem their Public Shares in connection therewith as contemplated in by the last sentence of Section 3(t) hereof or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Units and the $15 Exercise Price Warrants held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution of the Trust Account to the Public Stockholders Shareholders in connection with the redemption of Class A Shares held by the Public Stockholders Shareholders pursuant to the terms of the Company’s charter if the Company fails to consummate an initial Business Combination.

Appears in 1 contract

Samples: Underwriting Agreement (FG New America Acquisition II Corp)

Maintenance of Funds in the Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation (as defined below), the Company may instruct the Trustee CST under the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)not previously released to the Company to pay its taxes) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination, any amendment the Company proposes to its charter pursuant to which Public Stockholders are offered the right to redeem their Public Shares in connection therewith as contemplated in the last sentence of Section 3(t) hereof or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the offering and sale of the Securities and the sale of the Private Placement Warrants held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. For purposes of this Agreement, “Liquidation” means the distribution of the Trust Account to the Public Stockholders in connection with the redemption of Class A Shares held by the Public Stockholders pursuant to the terms of the Company’s charter if the Company fails to consummate an initial Business Combination.

Appears in 1 contract

Samples: Underwriting Agreement (Activate Permanent Capital Corp.)

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