Common use of No Claim Against the Trust Account Clause in Contracts

No Claim Against the Trust Account. The Company acknowledges that it has read FTAC’s final prospectus, dated August 18, 2020 and other SEC Reports, FTAC Organizational Documents, and the Trust Agreement and understands that FTAC has established the Trust Account described therein for the benefit of FTAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21, 2022 or such later date as approved by the stockholders of FTAC to complete a Business Combination, FTAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Foley Trasimene Acquisition II), Agreement and Plan of Merger

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No Claim Against the Trust Account. The Company Each of the Company, Tempo, the Tempo Blockers acknowledges that it has read FTAC’s final prospectus, dated August 18May 26, 2020 and other SEC Reports, the FTAC Organizational Documents, and the Trust Agreement and understands that FTAC has established the Trust Account described therein for the benefit of FTAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company Each of the Company, Tempo and the Tempo Blockers further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21May 29, 2022 or such later date as approved by the stockholders of FTAC to complete a Business Combination, FTAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company Company, Tempo and the Tempo Blockers hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHLTempo’s or the equityholders’ of PGHL Tempo’s right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 13.13 for specific performance or other injunctive relief. This Section 7.03 8.03 shall survive the termination of this Agreement for any reason.

Appears in 2 contracts

Samples: Business Combination Agreement (Foley Trasimene Acquisition Corp.), Business Combination Agreement (Foley Trasimene Acquisition Corp.)

No Claim Against the Trust Account. The Each of the Company and the Cision Owner acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18October 13, 2020 2015 and other SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. Each of the Trust Agreement. The Company and the Cision Owner further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21October 19, 2022 2017 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company and the Cision Owner on behalf of itself and its Affiliates hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 8.06 shall survive the termination of this Agreement for any reason.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Capitol Acquisition Corp. III)

No Claim Against the Trust Account. The Company acknowledges that it Purchaser is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read FTACPurchaser’s final prospectus, dated August 18April 5, 2020 2019 and other SEC Reports, FTAC Organizational Documentsthe Memorandum and Articles of Association, and the Trust Agreement and understands that FTAC Purchaser has established the Trust Account described therein for the benefit of FTACPurchaser’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Purchaser’s sole assets consist of the cash proceeds of Purchaser’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, Transactions are not consummated by August 21April 8, 2022 2021 or such later date as approved by the stockholders shareholders of FTAC Purchaser to complete a Business Combination, FTAC Purchaser will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim Action of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Purchaser to collect from the Trust Account any monies that may be owed to them by FTAC Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, . In the event that nothing herein shall serve to limit the Company commences any Action against or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside involving the Trust Account (including Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and after costs in connection with any such Action, in the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive reliefevent Purchaser prevails in such Action. This Section 7.03 8.19 shall survive the termination of this Agreement for any reasonAgreement.

Appears in 2 contracts

Samples: Transaction Agreement (Replay Acquisition LLC), Limited Liability Company Agreement (Replay Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTAC’s final prospectus, dated August 18, 2020 the Final Prospectus and other SEC Reports, FTAC Organizational Acquiror’s Governing Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21March 1, 2022 2023 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future claim Action of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided. Notwithstanding the foregoing, that nothing herein this Section 7.03 shall not serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right rights to pursue a claim against FTAC or any of its Affiliates Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.), Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTAC’s final prospectus, dated August 18, 2020 the IPO Prospectus and other Purchaser SEC ReportsDocuments as filed under the Exchange Act, FTAC the Purchaser’s Organizational Documents, and the Trust Agreement and understands that FTAC Purchaser has established the Trust Account described therein for the benefit of FTACPurchaser’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business CombinationCombination (as defined in the Purchaser’s Organizational Documents), are not consummated by August 21February 11, 2022 or such later date as approved by the stockholders of FTAC Purchaser Shareholders to complete a Business CombinationCombination (as defined in the Purchaser’s Organizational Documents), FTAC Purchaser will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any past, present or future claim Action of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; providedwhatsoever save for the reasons set forth Section 13.6. Notwithstanding the foregoing, that nothing herein this Section 7.3 shall not serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right rights to pursue a claim against FTAC or any of its Affiliates Purchaser for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as the one contemplated by this Agreement) or pursuant to Section 12.13 13.16 for specific performance or other injunctive relief. This Section 7.03 7.3 shall survive the termination of this Agreement for any and every reason.

Appears in 2 contracts

Samples: Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18November 6, 2020 2019, and other SEC Reports, FTAC the Acquiror Organizational Documents, Documents and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the transactions contemplated by this Agreement, Agreement or, in the event of termination of this Agreement, another Business Combination, Combination are not consummated by August 21November 12, 2022 2021 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Subscription Agreement (LGL Systems Acquisition Corp.)

No Claim Against the Trust Account. (a) The Company acknowledges that it has read FTAC’s final prospectusAcquiror is a blank check company with the power and privileges to effect a Business Combination involving the Company and one or more businesses or assets, dated August 18, 2020 and other SEC Reports, FTAC Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the transactions contemplated Transactions are not consummated by this AgreementNovember 5, 2021, or, in the event of termination of this Agreement, another Business Combination, are Combination is not consummated by August 21November 5, 2022 2021, or such later date as approved by the stockholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind againstagainst the Trust Account, and any right to access, the Trust Account or to collect from the Trust Account (to the extent such amounts are subject to the redemption rights of the Company’s public stockholders), with respect to any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ including for any Willful Breach of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Osprey Technology Acquisition Corp.)

No Claim Against the Trust Account. The Company Each of S1 Holdco, the CSC Blockers and OpenMail acknowledges that it has read FTACTrebia’s final prospectus, dated August June 18, 2020 and other SEC Reports, FTAC the Trebia Organizational Documents, and the Trust Agreement and understands that FTAC Trebia has established the Trust Account described therein for the benefit of FTACTrebia’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company Each of S1 Holdco, the CSC Blockers and OpenMail further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21June 19, 2022 or such later date as approved by the stockholders of FTAC Trebia to complete a Business Combination, FTAC Trebia will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of S1 Holdco, the Company CSC Blockers and OpenMail hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC Trebia or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit S1 Holdco, the Company’sCSC Blockers, PGHL’s OpenMail or the equityholders’ of PGHL S1 Holdco, the CSC Blockers or OpenMail’s right to pursue a claim against FTAC Trebia or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 15.13 for specific performance or other injunctive relief. This Section 7.03 9.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Trebia Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18November 17, 2020 2021, and other Acquiror SEC Reports, FTAC the Acquiror Organizational Documents, Documents and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the transactions contemplated by this Agreement, Agreement or, in the event of termination of this Agreement, another Business Combination, Combination are not consummated by August 2119, 2022 2023 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason.. 63

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Battery Materials, Inc.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACAAC’s final prospectus, dated August 18March 1, 2020 and other SEC Reports, FTAC the AAC Organizational Documents, and the Trust Agreement and understands that FTAC AAC has established the Trust Account described therein for the benefit of FTACAAC’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21March 2, 2022 2023 or such later date as approved by the stockholders shareholders of FTAC AAC to complete a Business Combination, FTAC AAC will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, the Company hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC AAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, provided that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL the Company’s right to pursue a claim against FTAC AAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)

No Claim Against the Trust Account. The Each of the Company and the NESCO Owner acknowledges that it has read FTACAcquiror’s final prospectus, dated August 1815, 2020 2017 and other SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. Each of the Trust Agreement. The Company and the NESCO Owner further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21, 2022 2019 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company and the NESCO Owner on behalf of itself and its Affiliates hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 7.06 shall survive the termination of this Agreement for any reason.. 58

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capitol Investment Corp. IV)

No Claim Against the Trust Account. The Company Each of the Company, Holdings, Delaware Merger Sub and Jersey Merger Sub acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18September 6, 2020 2018 and other SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. Each of the Trust Agreement. The Company Company, Holdings, Delaware Merger Sub and Jersey Merger Sub further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21September 6, 2022 2020 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company Company, Holdings, Delaware Merger Sub and Jersey Merger Sub (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 8.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18February 11, 2020 2019, and other SEC Reports, FTAC the Acquiror Organizational Documents, Documents and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the transactions contemplated by this Agreement, Agreement or, in the event of termination of this Agreement, another Business Combination, Combination are not consummated by August 21February 12, 2022 2021 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RMG Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACVOSO’s final prospectus, dated August 18January 21, 2020 2021 and other SEC Reports, FTAC VOSO Organizational Documents, and the Trust Agreement and understands that FTAC VOSO has established the Trust Account described therein for the benefit of FTACVOSO’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21January 20, 2022 2023 or such later date as approved by the stockholders of FTAC VOSO to complete a Business Combination, FTAC VOSO will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company Wejo Parties, for each of themselves and their respective Subsidiaries, Affiliates, directors, officers, employees, equityholders, Representatives, hereby waives waive any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC VOSO or any of its Affiliates for any reason whatsoever, whatsoever and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for a breach of this Agreement by VOSO or any negotiations, agreements or understandings with VOSO (whether in the past, present or future); provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHLWejo’s or the equityholders’ equityholders of PGHL Wejo right to pursue a claim against FTAC VOSO or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virtuoso Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18May 10, 2020 2013 and other SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21May 15, 2022 2015 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company on behalf of itself and its Affiliates hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.8 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capitol Acquisition Corp. II)

No Claim Against the Trust Account. The Each of the Company Parties acknowledges that it has read FTAC’s final prospectus, dated August 18, 2020 the Final Prospectus and other SEC Reports, FTAC the Thunder Bridge Organizational Documents, and the Trust Agreement and understands that FTAC Thunder Bridge has established the Trust Account described therein for the benefit of FTACThunder Bridge’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Each of the Company Parties further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21July 2, 2022 2023 or such later date as approved by the stockholders of FTAC Thunder Bridge to complete a Business Combination, FTAC Thunder Bridge will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company Parties (on behalf of itself and its controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC Thunder Bridge or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided. Notwithstanding the foregoing, that nothing herein this Section 9.03 shall not serve to limit or prohibit any of the Company’s, PGHL’s Company Parties or the equityholderstheir respective controlled Affiliatesof PGHL right rights to pursue a claim against FTAC Thunder Bridge or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 14.13 for specific performance or other injunctive relief. This Section 7.03 9.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Thunder Bridge Capital Partners IV, Inc.)

No Claim Against the Trust Account. The Each Target Company acknowledges that it has read FTAC’s final prospectus, dated August 18, 2020 the Final Prospectus and other SEC Reports, FTAC the Rigel Organizational Documents, and the Trust Agreement and understands that FTAC Rxxxx has established the Trust Account described therein for the benefit of FTAC’s Rxxxx’x public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Each Target Company further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 219, 2022 2024 or such later date as approved by the stockholders of FTAC Rigel to complete a Business Combination, FTAC Rigel will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the each Target Company (on behalf of itself and its controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC Rxxxx or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided. Notwithstanding the foregoing, that nothing herein this Section 8.04 shall not serve to limit or prohibit the a Target Company’s, PGHL’s or the equityholdersits controlled Affiliatesof PGHL right rights to pursue a claim against FTAC Rigel, Newco, Merger Sub or any of its their respective Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 13.13 for specific performance or other injunctive relief. This Section 7.03 8.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Rigel Resource Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18November 17, 2020 2021, and other Acquiror SEC Reports, FTAC the Acquiror Organizational Documents, Documents and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the transactions contemplated by this Agreement, Agreement or, in the event of termination of this Agreement, another Business Combination, Combination are not consummated by August 2119, 2022 2023 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seaport Global Acquisition II Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACSPAC’s final prospectus, dated August 18January 14, 2020 and 2021, the other SEC Reports, FTAC Organizational Documents, Reports and the Trust Agreement SPAC Organizational Documents and understands that FTAC SPAC has established the Trust Account described therein for the benefit of FTACSPAC’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, that if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated within 24 months from the closing of the offering contemplated by August 21SPAC’s final prospectus, 2022 or such later date as approved by the stockholders of FTAC to complete a Business Combination, FTAC SPAC will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, the Company hereby waives any pastclaims (whether based on contract, present tort, equity or future claim any other theory of legal liability) of any kind against, and in or to any right to access, monies in the Trust Account or and agree not to collect from the Trust Account any monies that may be owed to them by FTAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time for any reason whatsoeverfunds distributed therefrom as a result of, or arising out of, this Agreement or the Transactions with SPAC; provided, provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right (1) to pursue a claim against FTAC or any of its Affiliates SPAC for legal relief against monies or other assets held outside the Trust Account Account, (including from and after the consummation of a Business Combination other than as contemplated by this Agreement2) or pursuant to Section 12.13 for specific performance or other injunctive reliefequitable relief in connection with the consummation of the transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), or (3) for Fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). This Section 7.03 ‎6.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Healthcare Capital Corp/De)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACSPAC’s final prospectus, dated August 18September 14, 2020 2021 and other SEC Reports, FTAC SPAC Organizational Documents, and the Trust Agreement and understands that FTAC SPAC has established the Trust Account described therein for the benefit of FTACSPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21September 14, 2022 2023 or such later date as approved by the stockholders of FTAC SPAC to complete a Business Combination, FTAC SPAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHLthe Company’s or the equityholders’ of PGHL the Company right to pursue a claim against FTAC SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CIIG Capital Partners II, Inc.)

No Claim Against the Trust Account. The Company acknowledges that it the Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read FTACAcquiror’s final prospectus, dated August 18December 23, 2020 and other Acquiror SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that the Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, Agreement are not consummated by August 21June 30, 2022 2022, or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’sincluding, PGHL’s or the equityholders’ without limitation, for any Willful Breach of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ventoux CCM Acquisition Corp.)

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No Claim Against the Trust Account. The Company and Holdings each acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18February 13, 2020 and other SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company and Holdings further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21February 19, 2022 or such later date as approved by the stockholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company and Holdings (on behalf of itself and its controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 7.04 shall survive the termination of this Agreement for any reason; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholdersHoldingsof PGHL right to pursue a claim against FTAC Acquiror or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp III)

No Claim Against the Trust Account. The Company acknowledges and each of the Sellers acknowledge that it has read FTAC’s final prospectus, dated August 18, 2020 the Prospectus and other SEC Reports, FTAC Organizational Documents, the Existing SPAC Certificate of Incorporation, the Existing SPAC Bylaws and the Trust Agreement and understands that FTAC the SPAC has established the Trust Account described therein for the benefit of FTACthe SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company and each Seller further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21July 2, 2022 or such later date as approved by the stockholders of FTAC the SPAC to complete a Business Combination, FTAC the SPAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company and each Seller (on behalf of itself and its respective controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account Account, the Trustee and the SPAC, or to collect from the Trust Account any monies that may be owed to them by FTAC the SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.03 shall survive the termination of this Agreement for any reason; provided, provided that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL each Seller’s right to pursue a claim against FTAC the SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 13.14 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Director Nomination Agreement (GS Acquisition Holdings Corp II)

No Claim Against the Trust Account. The Company acknowledges that it CBAH is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read FTACCBAH’s final prospectus, dated August 18December 11, 2020 2021, and other CBAH SEC Reports, FTAC the CBAH Organizational Documents, and the Trust Agreement and understands that FTAC CBAH has established the Trust Account described therein for the benefit of FTACCBAH’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that CBAH’s sole assets consist of the cash proceeds of CBAH’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, Agreement are not consummated by August 21December 15, 2022 2022, or such later date as approved by the stockholders shareholders of FTAC CBAH to complete a Business Combination, FTAC CBAH will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and CBAH to collect from the Trust Account any monies that may be owed to them by FTAC CBAH or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (CBRE Acquisition Holdings, Inc.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTAC’s final prospectus, dated August 18, 2020 the Final Prospectus and other SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21June 11, 2022 or such later date as approved by the stockholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided. Notwithstanding the foregoing, that nothing herein this Section 7.04 shall not serve to limit or prohibit the Company’s, PGHL’s or the equityholdersits controlled Affiliatesof PGHL right rights to pursue a claim against FTAC Acquiror or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hudson Executive Investment Corp.)

No Claim Against the Trust Account. The Company acknowledges UEC Parties acknowledge that it has they have read FTACSPAC’s final prospectus, dated August 18January 14, 2020 2021 and other SPAC SEC Reports, FTAC Organizational Documents, the SPAC’s Organizational Documents and the Trust Agreement Agreement, and understands that FTAC SPAC has established the Trust Account described therein for the benefit of FTACSPAC’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company UEC Parties further acknowledges acknowledge that, if the transactions contemplated by this AgreementTransactions, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21January 14, 2022 2023 or such later date as approved by the stockholders holders of FTAC SPAC Shares to complete a Business Combination, FTAC SPAC will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, the Company UEC Parties hereby waives waive any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, provided that nothing herein shall serve to limit or prohibit the Company’s, PGHLUEC Party’s or the equityholders’ of PGHL right to pursue a claim against FTAC SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 9.14 for specific performance or other injunctive relief. This Section 7.03 6.6 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Share Acquisition (26 Capital Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it Acquiror has read FTACestablished the Trust Account described in Acquiror’s final prospectus, dated August 18February 9, 2020 and other SEC Reports2021, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21February 9, 2022 2023 or such later date as approved by the stockholders of FTAC Acquiror Stockholders to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, and notwithstanding anything to the contrary in this Agreement, the Company (on behalf of itself and its controlled Affiliates) hereby irrevocably waives any past, present or future right, title, interest or claim (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and irrevocably waives any right to access, the Trust Account and the Trustee, or to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided. This Section 6.03 shall survive the termination of this Agreement for any reason. Notwithstanding the foregoing, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates Acquiror for legal relief against assets of Acquiror held outside the Trust Account (including any assets that have been purchased or acquired with any funds that have been released from and after the consummation of a Business Combination other than as contemplated by this AgreementTrust Account) or pursuant to Section 12.13 11.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Power & Digital Infrastructure Acquisition Corp.)

No Claim Against the Trust Account. The Company Each of the Markmore Parties acknowledges that it has read FTAC’s final prospectus, dated August 18, 2020 the Final Prospectus and other SEC Reports, FTAC the Liberty Organizational Documents, and the Trust Agreement and understands that FTAC Liberty has established the Trust Account described therein for the benefit of FTACLiberty’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company Each of the Markmore Parties further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21, 2022 or such later the date as approved by the stockholders of FTAC Liberty to complete a Business Combination, FTAC Liberty will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company Markmore Parties (on behalf of itself and its controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC Liberty or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided. Notwithstanding the foregoing, that nothing herein this Section 8.03 shall not serve to limit or prohibit any of the Company’s, PGHL’s Markmore Parties or the equityholderstheir respective controlled Affiliatesof PGHL right rights to pursue a claim against FTAC Liberty or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 13.13 for specific performance or other injunctive relief. This Section 7.03 8.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Liberty Resources Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read FTACAcquiror’s final prospectus, dated August 18July 16, 2020 2021, and other Acquiror SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Axxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, Agreement are not consummated by August 21January 20, 2022 2023 (or April 20, 2023, upon Sponsor’s or its Affiliates or designees exercise of its option to extend the period of time to consummate a business combination, which the Sponsor has undertaken to do in the Sponsor Support Agreement), or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (StoneBridge Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that Buyer is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Company acknowledges that it has read FTACBuyer’s final prospectus, dated August 18June 26, 2020 2019, and other SEC Reports, FTAC the Buyer Organizational Documents, and the Trust Agreement and understands that FTAC Buyer has established the Trust Account described therein for the benefit of FTAC’s public stockholders the Buyer Stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Buyer’s sole assets consist of the cash proceeds of Buyer’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the transactions contemplated Transactions are not consummated by this AgreementOctober 1, 2021, or, in the event of termination of this Agreement, another Business Combination, are is not consummated by August 21July 1, 2022 2021, or such later date as approved by the stockholders of FTAC Buyer Stockholders to complete a Business Combination, FTAC Buyer will be obligated to return to its stockholders the Buyer Stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Buyer to collect from the Trust Account any monies that may be owed to them by FTAC Buyer or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ including any willful breach of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 5.10 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp II)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACAcquiror’s final prospectus, dated August 18July 21, 2020 2020, and other SEC Reports, FTAC the Acquiror Organizational Documents, Documents and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the transactions contemplated by this Agreement, Agreement or, in the event of termination of this Agreement, another Business Combination, Combination are not consummated by August 21April 24, 2022 or such later date as approved by the stockholders shareholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Property Solutions Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read FTACAcquiror’s final prospectus, dated August 18July 19, 2020 2022, and other Acquiror SEC Reports, FTAC the Acquiror Organizational Documents, and the Trust Agreement and understands that FTAC Acquiror has established the Trust Account described therein for the benefit of FTACAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Axxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, Transactions are not consummated by August 21January 19, 2022 2023, or such later date as approved by the stockholders of FTAC Acquiror to complete a Business Combination, FTAC Acquiror will be obligated to return to its stockholders of Acquior Public Common Shares the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by FTAC Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TradeUP Acquisition Corp.)

No Claim Against the Trust Account. The Company Protected acknowledges that it has read FTACTrebia’s final prospectus, dated August June 18, 2020 and other SEC Reports, FTAC the Trebia Organizational Documents, and the Trust Agreement and understands that FTAC Trebia has established the Trust Account described therein for the benefit of FTACTrebia’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company Protected further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by August 21June 19, 2022 or such later date as approved by the stockholders of FTAC Trebia to complete a Business Combination, FTAC Trebia will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company Protected hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC Trebia or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHLProtected’s or the equityholders’ of PGHL right to pursue a claim against FTAC Trebia or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 15.13 for specific performance or other injunctive relief. This Section 7.03 10.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Trebia Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACSPAC’s final prospectus, dated August 18filed with the SEC on July 31, 2020 and other SEC Reports, FTAC the SPAC Organizational Documents, and the Trust Agreement and understands that FTAC SPAC has established the Trust Account described therein for the benefit of FTACSPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 213, 2022 (or such later date as approved by the stockholders November 3, 2022 if SPAC has an executed letter of FTAC to complete intent, agreement in principle or definitive agreement for a Business CombinationCombination by August 3, FTAC 2022), SPAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This ‎Section 7.04 shall survive the termination of this Agreement for any reason; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section ‎Section 12.13 for specific performance or other injunctive relief. This Section 7.03 ‎Section 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp IV)

No Claim Against the Trust Account. The Company acknowledges that it has read FTACSPAC’s final prospectus, dated August 18filed with the SEC on July 9, 2020 2021 and other SEC Reports, FTAC the SPAC Organizational Documents, and the Trust Agreement and understands that FTAC SPAC has established the Trust Account described therein for the benefit of FTACSPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 21July 12, 2022 2023 (or such later date as approved by the stockholders October 12, 2023 if SPAC has an executed letter of FTAC to complete intent, agreement in principle or definitive agreement for a Business CombinationCombination by July 12, FTAC 2023), SPAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its controlled Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 7.04 shall survive the termination of this Agreement for any reason; provided, that nothing herein shall serve to limit or prohibit the Company’s, PGHL’s or the equityholders’ of PGHL right to pursue a claim against FTAC SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (AltC Acquisition Corp.)

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