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, the Company may instruct the trustee under the Trust Agreement to release from the Trust Account funds (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes and (ii) to Public Stockholders who properly redeem their Offered Securities in connection with a vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) that would modify the substance or timing of the Company’s obligation to redeem 100% of the Offered Securities if the Company does not complete its initial Business Combination within 24 months from the closing of the Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article IX of the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the opportunity to redeem the Offered Securities upon approval of any such amendment at the Redemption Price. 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 and 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 held outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

Appears in 5 contracts

Samples: Underwriting Agreement (Foresite Life Sciences Corp.), Underwriting Agreement (FS Development Corp. II), Underwriting Agreement (FS Development 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, the Company may instruct the trustee under the Trust Agreement to release from the Trust Account funds (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes and to fund the Company’s working capital (which working capital withdrawals shall be subject to an annual limit of $300,000) (the “Permitted Withdrawals”) and (ii) to Public Stockholders Shareholders who properly redeem their Offered Securities in connection with a vote to approve an amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Offered Securities if the Company does not complete its initial Business Combination within 24 months from the closing of the Offering (or such later date as may be approved by the Company’s stockholdersshareholders) or (B) with respect to any other material provision relating to stockholders’ the rights or pre-initial Business Combination activity, as described in Article IX of holders of the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the opportunity to redeem the Offered Securities upon approval of any such amendment at the Redemption PriceClass A Ordinary Shares. 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 payablePermitted Withdrawals)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and 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 held outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the liquidation and dissolution of the Company’s plan of dissolution.

Appears in 1 contract

Samples: Underwriting Agreement (Perceptive Capital Solutions 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, the Company may instruct the trustee under the Trust Agreement to release from the Trust Account funds (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes and to fund the Company’s working capital (which working capital withdrawals shall be subject to an annual limit of $300,000) (the “Permitted Withdrawals”) and (ii) to Public Stockholders Shareholders who properly redeem their Offered Securities in connection with a vote to approve an amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Offered Securities if the Company does not complete its initial Business Combination within 24 months from the closing of the Offering (or such later date as may be approved by the Company’s stockholdersshareholders) or (B) with respect to any other material provision relating to stockholders’ the rights or pre-initial Business Combination activity, as described in Article IX of holders of the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the opportunity to redeem the Offered Securities upon approval of any such amendment at the Redemption PriceClass A Ordinary Shares. 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 payablePermitted Withdrawals)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and 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 held outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

Appears in 1 contract

Samples: Underwriting Agreement (Perceptive Capital Solutions Corp)

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