No Claim Against the Trust Account. The Company acknowledges that 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser has established the Trust Account described therein for the benefit of Purchaser’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 Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions are not consummated by April 8, 2021 or such later date as approved by the shareholders of Purchaser to complete a Business Combination, 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 Action of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser to collect from the Trust Account any monies that may be owed to them by 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Replay Acquisition LLC), Transaction Agreement (Replay Acquisition Corp.)
No Claim Against the Trust Account. The Company Each of the Company, Tempo, the Tempo Blockers acknowledges that 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 it has read PurchaserFTAC’s final prospectus, dated April 5May 26, 2019 2020 and other SEC Reports, the Memorandum and Articles of AssociationFTAC Organizational Documents, and the Trust Agreement and understands that Purchaser FTAC has established the Trust Account described therein for the benefit of PurchaserFTAC’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 Account for Agreement. Each of the benefit of its public shareholders. The Company Company, Tempo and the Tempo Blockers further acknowledges acknowledge that, if the Transactions transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by April 8May 29, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser FTAC to complete a Business Combination, Purchaser FTAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company (on behalf of itself Company, Tempo and its Affiliates) the Tempo Blockers hereby waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In ; provided, that nothing herein shall serve to limit or prohibit the event that Company’s, Tempo’s or the Company commences equityholders’ of Tempo’s right to pursue a claim against FTAC or any Action of its Affiliates for legal relief against or involving assets held outside the Trust Fund in violation Account (including from and after the consummation of the foregoing, the Purchaser shall be entitled a Business Combination other than as contemplated by this Agreement) or pursuant to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionSection 13.13 for specific performance or other injunctive relief. This Section 8.19 8.03 shall survive the termination of this AgreementAgreement 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 Company acknowledges that Purchaser 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Purchaserthe Acquiror’s sole assets consist of the cash proceeds of Purchaserthe Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or is not consummated by April 8May 27, 2021 2022 or such later date as approved by the shareholders of Purchaser Acquiror Board to complete a Business Combination, Purchaser 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 itself, each other Company Group Member and its and their respective Affiliates) hereby waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In , provided that (x) nothing herein shall serve to limit or prohibit the event Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate redemptions of any shares of Acquiror and (y) nothing herein shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against Acquiror’s assets or involving funds that are not held in the Trust Fund in violation of Account (including any funds that have been released from the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees Trust Account and costs in connection any assets that have been purchased or acquired with any such Action, in the event Purchaser prevails in such Actionfunds). This Section 8.19 6.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Spring Valley Acquisition Corp.), Merger Agreement (Spring Valley Acquisition Corp.)
No Claim Against the Trust Account. The Company acknowledges that 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 it has read PurchaserFTAC’s final prospectus, dated April 5August 18, 2019 2020 and other SEC Reports, the Memorandum and Articles of AssociationFTAC Organizational Documents, and the Trust Agreement and understands that Purchaser FTAC has established the Trust Account described therein for the benefit of PurchaserFTAC’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by April 8August 21, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser FTAC to complete a Business Combination, Purchaser FTAC 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In ; provided, that nothing herein shall serve to limit or prohibit the event that Company’s, PGHL’s or the Company commences equityholders’ of PGHL right to pursue a claim against FTAC or any Action of its Affiliates for legal relief against or involving assets held outside the Trust Fund in violation Account (including from and after the consummation of the foregoing, the Purchaser shall be entitled a Business Combination other than as contemplated by this Agreement) or pursuant to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionSection 12.13 for specific performance or other injunctive relief. This Section 8.19 7.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Foley Trasimene Acquisition II), Merger Agreement
No Claim Against the Trust Account. The Company acknowledges that Purchaser Acquiror is a blank check 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 PurchaserAcquiror’s final prospectus, dated April 5February 1, 2019 2021, and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 PurchaserXxxxxxxx’s sole assets consist of the cash proceeds of PurchaserAcquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions are not consummated by April 8September 4, 2021 2023, or such later date as approved by the shareholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 7.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp), Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
No Claim Against the Trust Account. The Company acknowledges that Purchaser 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 PurchaserAcquiror’s final prospectus, dated April 5February 24, 2019 2021 and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 PurchaserXxxxxxxx’s sole assets consist of the cash proceeds of PurchaserAcquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions or, in the event of termination of this Agreement, another Business Combination, are or is not consummated by April 8March 1, 2021 2023 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In , including, without limitation, for any Willful Breach of this Agreement; provided, that (i) nothing herein shall serve to limit or prohibit the event Company’s right to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, and (ii) nothing herein shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against Acquiror’s assets or involving funds that are not held in the Trust Fund Account (including any funds that have been released from the Trust Account (other than in violation of the foregoing, the Purchaser shall be entitled payment to recover from such party the associated reasonable legal fees Redeeming Stockholders) and costs in connection any assets that have been purchased or acquired with any such Action, in the event Purchaser prevails in such Actionfunds). This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sable Offshore Corp.), Merger Agreement (Flame Acquisition Corp.)
No Claim Against the Trust Account. The Company acknowledges that Purchaser is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Each of the Company and one or more businesses or assets, and the Company Merger Sub acknowledges that it has read PurchaserSPAC’s final prospectus, dated April 5January 15, 2019 and 2021, the other SEC Reports, the Memorandum and Articles Organizational Documents of Association, SPAC and the Trust Agreement and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’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 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 Account for Agreement. Each of the benefit of its public shareholders. The Company and Merger Sub further acknowledges that, if the Transactions Transactions, 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 April 8SPAC’s final prospectus, 2021 or such later date as approved by the shareholders of Purchaser to complete a Business Combination, Purchaser SPAC will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, and subject to the following proviso, each of the Company and Merger Sub (on behalf of itself and its respective Affiliates, Representatives and equityholders) hereby irrevocably waives any past, present or future Action right, title, interest or claims (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and in or to any right monies in the Trust Account (or to access, collect any monies from the Trust Account, any trustee of the Trust Account ) and Purchaser agree not to collect from the Trust Account any monies that may be owed to them by Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom as a result of, or arising out of or relating to, this Agreement, the other Transaction Agreements or the Transactions; provided that notwithstanding anything herein or otherwise to the contrary, (x) nothing in this Section 6.03 shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable 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 exercise of the SPAC Shareholder Redemption Right by any reason whatsoever. In SPAC Shareholder) to the event Company in accordance with the terms of this Agreement and the Trust Agreement) or for Fraud and (y) nothing in this Section 6.03 shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against SPAC’s (or involving its successors’) assets or funds that are not held in the Trust Fund in violation of Account (including any funds that have been released from the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees Trust Account and costs in connection any assets that have been purchased or acquired with any such Action, in the event Purchaser prevails in such Actionfunds). This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Silver Crest Acquisition Corp), Merger Agreement (Silver Crest Acquisition Corp)
No Claim Against the Trust Account. The Company Each of the Company, Merger Sub and Merger Sub II acknowledges that 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 it has read PurchaserSPAC’s final prospectus, dated April 5January 14, 2019 and 2021, the other SEC Reports, the Memorandum and Articles of Association, SPAC Organizational Documents and the Trust Agreement and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’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 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 Account for Agreement. Each of the benefit of its public shareholders. The Company Company, Merger Sub and Merger Sub II further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated within 24 (or in certain circumstances, 30) months from the closing of the offering contemplated by April 8SPAC’s final prospectus, 2021 or such later date as approved by the shareholders of Purchaser to complete a Business Combination, Purchaser SPAC will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, and subject to the Company following proviso, each of the Company, Merger Sub and Merger Sub II (on behalf of itself and its respective Affiliates, Representatives and equityholders) hereby irrevocably waives any past, present or future Action right, title, interest or claims (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and in or to any right monies in the Trust Account (or to access, collect any monies from the Trust Account, any trustee of the Trust Account ) and Purchaser agree not to collect from the Trust Account any monies that may be owed to them by Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom as a result of, or arising out of or relating to, this Agreement or the Transactions with SPAC; provided that notwithstanding anything herein or otherwise to the contrary, (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account to the extent permitted by this Agreement or for specific performance or other equitable 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) and (y) nothing herein shall serve to limit or prohibit any reason whatsoever. In the event claims that the Company commences any Action may have in the future against SPAC’s (or involving its successors’) assets or funds that are not held in the Trust Fund in violation of Account (including any funds that have been released from the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees Trust Account and costs in connection any assets that have been purchased or acquired with any such Action, in the event Purchaser prevails in such Actionfunds). This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Merger Agreement (ironSource LTD), Merger Agreement (Thoma Bravo Advantage)
No Claim Against the Trust Account. The Company acknowledges that Purchaser is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Each of the Company and one or more businesses or assets, and the Company Cision Owner acknowledges that it has read PurchaserAcquiror’s final prospectus, dated April 5October 13, 2019 2015 and other SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Each of the cash proceeds of Purchaser’s initial public offering Company and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company Cision Owner further acknowledges that, if the Transactions transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by April 8October 19, 2021 2017 or such later date as approved by the shareholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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) Affiliates hereby waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 8.06 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Capitol Acquisition Corp. III)
No Claim Against the Trust Account. The Company acknowledges that 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 it has read the IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange Act, the Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of AssociationOrganizational Documents, and the Trust Agreement and understands that Purchaser has established the Trust Account described therein for the benefit of Purchaser’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 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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents), are not consummated by April 8February 11, 2021 2022 or such later date as approved by the shareholders of Purchaser Shareholders to complete a Business CombinationCombination (as defined in the Purchaser’s Organizational Documents), 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 (on behalf of itself and its Affiliates) hereby irrevocably waives any past, present or future Action of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by 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 whatsoeverwhatsoever save for the reasons set forth Section 13.6. In the event that the Company commences any Action against or involving the Trust Fund in violation of Notwithstanding the foregoing, this Section 7.3 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Purchaser shall be entitled for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionSection 13.16 for specific performance or other injunctive relief. This Section 8.19 7.3 shall survive the termination of this AgreementAgreement 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 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 it has read PurchaserBuyer’s final prospectus, dated April 5January 14, 2019 2021, and other Buyer SEC Reports, the Memorandum and Articles of AssociationBuyer Organizational Documents, and the Trust Agreement and understands that Purchaser Buyer has established the Trust Account described therein for the benefit of PurchaserBuyer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin the Trust Agreement. 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 Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8January 20, 2021 2023 or such later date as approved by the shareholders of Purchaser Buyer Stockholders to complete a Business Combination, Purchaser Buyer 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 irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, Account (including any trustee of the Trust Account and Purchaser distributions therefrom to Buyer’s public stockholders) or to collect from the Trust Account any monies that may be owed to them by Purchaser Buyer or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account (or distributions therefrom) at any time for any reason whatsoeverwhatsoever prior to the Effective Time; provided that nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Buyer 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. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer that seeks, in whole or in part, monetary relief against Buyer, the Company hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company (or any party claiming on the Company’s behalf or in lieu of the Company) to have any claim against the Trust Account (including any distributions therefrom to Buyer’s public stockholders) or any amounts contained therein. In the event that the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer that seeks, in whole or in part, relief against or involving the Trust Fund Account (including any distributions therefrom to Buyer’s public stockholders), whether in violation the form of the foregoingmoney damages or injunctive relief, the Purchaser Buyer shall be entitled to recover from such party the Company the associated reasonable legal fees and costs in connection with any such Actionaction, in the event Purchaser that Buyer prevails in such Actionaction or proceeding. This Section 8.19 7.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.)
No Claim Against the Trust Account. The Company acknowledges that 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 it has read Purchaser’s final prospectus, dated April 5, 2019 the Final Prospectus and other SEC Reports, the Memorandum and Articles of AssociationAcquiror’s Governing Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8March 1, 2021 2023 or such later date as approved by the shareholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 itself, its Subsidiaries, its Affiliates and its Affiliatesand their respective Representatives) hereby irrevocably waives any past, present or future Action of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by 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. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than 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 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 Fund in violation of the foregoingAccount, the Purchaser Acquiror shall be entitled to recover from such party the associated reasonable Person its legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.)
No Claim Against the Trust Account. The Company acknowledges that 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser has established the Trust Account described therein for the benefit of Purchaser’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 Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination (as defined in the Certificate of Incorporation), are not consummated by April 8September 14, 2021 2022 or such later date as approved by the shareholders of Purchaser Pre-Closing SPAC Holders to complete a Business Combination, Purchaser SPAC will be obligated to return to its stockholders Pre-Closing SPAC Holders the amounts being held in the Trust Account. AccordinglyFor and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company (hereby agrees on behalf of itself and its Affiliates) hereby waives Affiliates and Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company, its Affiliates nor any pastof its Representatives does now or shall at any time prior to the Effective Time have any right, present title, interest or future Action claim of any kind against, and in or to any right to access, the Trust Account, any trustee of monies in the Trust Account and Purchaser to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and, the Company, its Affiliates or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Affiliates and Representatives, hereby irrevocably waives any Trust Account Released Claims that may be owed to them by Purchaser it or any of its Affiliates for or Representatives may have against the Trust Account (including any reason whatsoeverdistributions therefrom) now or in the future as a result of, or arising out of, any negotiations or Contracts with SPAC or its Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever. In the event whatsoever (including for an alleged breach of any agreement with SPAC or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit the Company commences from pursuing a claim against SPAC, Merger Sub or any Action other Person for legal relief against monies or involving other assets of SPAC or Merger Sub held outside of the Trust Fund in violation of Account (including any monies that are released from the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs Trust Account) or for specific performance or other equitable relief in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 shall survive the termination of this AgreementTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (NavSight Holdings, Inc.)
No Claim Against the Trust Account. The Company acknowledges that Purchaser Parent 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin Parent’s final prospectus, dated February 26, 2021, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that PurchaserParent’s sole assets consist of the cash proceeds of PurchaserParent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions are not consummated by April 8February 26, 2021 or such later date as approved by the shareholders of Purchaser Parent Stockholders to complete a Business Combination, Purchaser Parent 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Parent to collect from the Trust Account any monies that may be owed to them by Purchaser Parent 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. In , including for any Willful Breach of this Agreement; provided, however, that (a) nothing herein shall serve to limit or prohibit the event Company’s right to pursue a claim against Parent for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against Parent’s assets or involving funds that are not held in the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionAccount. This Section 8.19 7.07 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein in Acquiror’s final prospectus, dated February 9, 2021, the Acquiror Organizational Documents, and the Trust Agreement for the benefit of PurchaserAcquiror’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8February 9, 2021 2023 or such later date as approved by the shareholders of Purchaser Acquiror Stockholders to complete a Business Combination, Purchaser 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 Action 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, any trustee of the Trust Account and Purchaser the Trustee, or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against 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 the Trust Account) or pursuant to Section 11.13 for specific performance or other injunctive relief.
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 acknowledges that 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 it has read PurchaserAcquiror’s final prospectus, dated April 5September 9, 2019 and 2020, the other SEC Reports, the Memorandum and Articles of Association, Reports and the Trust Agreement Acquiror Organizational Documents and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8September 14, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 AffiliatesAffiliates and equityholders) hereby waives any past, present or future Action claims (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and in or any right to access, the Trust Account, access any trustee of monies in the Trust Account and Purchaser agrees not to collect from the Trust Account any monies that may be owed to them by Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom as a result of, or arising out of, in connection with or relating in any way to this Agreement or the Transactions with Acquiror; provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror 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 Acquiror Stockholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), and (y) nothing herein shall serve to limit or prohibit any reason whatsoever. In the event claims that the Company commences any Action may have in the future against Acquiror’s assets or involving funds that are not held in the Trust Fund in violation of Account (including any funds that have been released from the foregoing, the Purchaser shall be entitled Trust Account (other than to recover from such party the associated reasonable legal fees and costs its stockholders in connection with redemptions effected prior to a Business Combination) and any assets that have been purchased or acquired by Acquiror or any successor thereof or any of their respective Affiliates with any such Action, in the event Purchaser prevails in such Actionfunds or otherwise following a Business Combination). This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Merger Agreement (Starboard Value Acquisition Corp.)
No Claim Against the Trust Account. The Each Target Company acknowledges that 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 it has read Purchaser’s final prospectus, dated April 5, 2019 the Final Prospectus and other SEC Reports, the Memorandum and Articles of AssociationRigel Organizational Documents, and the Trust Agreement and understands that Purchaser Rxxxx has established the Trust Account described therein for the benefit of Purchaser’s Rxxxx’x 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 Account for the benefit of its public shareholdersAgreement. The Each Target Company further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8August 9, 2021 2024 or such later date as approved by the shareholders stockholders of Purchaser Rigel to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of Notwithstanding the foregoing, this Section 8.04 shall not serve to limit or prohibit a Target Company’s or its controlled Affiliates’ rights to pursue a claim against Rigel, Newco, Merger Sub or any of their respective Affiliates for legal relief against assets held outside the Purchaser shall be entitled Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionSection 13.13 for specific performance or other injunctive relief. This Section 8.19 8.04 shall survive the termination of this AgreementAgreement 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 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 it has read PurchaserSPAC’s final prospectus, dated April 5September 14, 2019 2021 and other SEC Reports, the Memorandum and Articles of AssociationSPAC Organizational Documents, and the Trust Agreement and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by April 8September 14, 2021 2023 or such later date as approved by the shareholders stockholders of Purchaser SPAC to complete a Business Combination, Purchaser 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 Affiliates) hereby waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In ; provided, that nothing herein shall serve to limit or prohibit the event that Company’s, the Company’s or the equityholders’ of the Company commences right to pursue a claim against SPAC or any Action of its Affiliates for legal relief against or involving assets held outside the Trust Fund in violation Account (including from and after the consummation of the foregoing, the Purchaser shall be entitled a Business Combination other than as contemplated by this Agreement) or pursuant to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionSection 12.13 for specific performance or other injunctive relief. This Section 8.19 7.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser 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 PurchaserAcquiror’s final prospectus, dated April 5March 14, 2019 and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Purchaserthe Acquiror’s sole assets consist of the cash proceeds of Purchaserthe Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or is not consummated by April 8March 19, 2021 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences , including, without limitation, for any Action against or involving the Trust Fund in violation Willful Breach of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actionthis Agreement. This Section 8.19 6.06 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. (a) The Company acknowledges that Purchaser Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination Business Combination involving the Company and one or more businesses or assets, and the Company has read Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 PurchaserAcquiror’s sole assets consist of the cash proceeds of PurchaserAcquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions are not consummated by April 8November 5, 2021 2021, or, in the event of termination of this Agreement, another Business Combination is not consummated by November 5, 2021, or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind againstagainst the Trust Account, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser 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 Purchaser 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. In the event that , including for any Willful Breach of this Agreement.
(b) Without limiting Section 6.06(a), the Company commences shall have the right to pursue a claim against (i) Acquiror or any Action against of its Affiliates under, and on the terms and subject to the conditions in, this Agreement or involving under, and on the Trust Fund in violation terms and subject to the conditions in, any Ancillary Agreement to which it and Acquiror or any of its Affiliates is a party or (ii) any other party to an Ancillary Agreement to which it is a party under, and on the foregoingterms and subject to the conditions in, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such ActionAncillary Agreement, in the event Purchaser prevails in case of either clause (i) or (ii), for legal relief against monies or other assets held outside the Trust Account or for specific performance (including a claim for Acquiror or its Affiliates to specifically perform its obligations under this Agreement pursuant to Section 11.15).
(c) If the terms of the Confidentiality Agreement or any Ancillary Agreement conflicts with the terms of this Section 6.06, the terms of this Section 6.06 shall govern and control to the extent of such Actionconflict. This Section 8.19 6.06 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Merger Agreement (Osprey Technology Acquisition Corp.)
No Claim Against the Trust Account. The Company acknowledges that Purchaser Acquiror is a blank check 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 PurchaserAcquiror’s final prospectus, dated April 5December 1, 2019 2021 and filed on December 6, 2021, and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 PurchaserAxxxxxxx’s sole assets consist of the cash proceeds of PurchaserAcquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement are not consummated by April 8the Termination Date, 2021 or such later date as approved by the shareholders of Purchaser to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 6.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser Acquiror is a blank check 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 Representatives of the Company has have read PurchaserAcquiror’s final prospectus, dated April 5December 1, 2019 2020, and other Acquiror SEC ReportsDocuments, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands such Representatives understand that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 PurchaserAcquiror’s sole assets consist of the cash proceeds of PurchaserAcquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions are not consummated by April 8December 4, 2021 2022, or such later date as approved by the shareholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In ; provided, however, that nothing herein shall serve to limit or prohibit the event that the Company commences Company’s right to pursue a claim against Acquiror or any Action of its Affiliates for legal relief against or involving assets held outside the Trust Fund in violation Account (including from and after the consummation of the foregoinga Business Combination other than as contemplated by this Agreement) or for specific performance, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actioninjunctive or other equitable relief. This Section 8.19 Section 5.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser is a blank check company with the power and privileges to effect a mergerCompany, asset acquisitionon behalf or itself, reorganization or similar business combination involving the Company and one or more businesses or assetsits Subsidiaries, and the Company their respective Affiliates, represents and warrants that it has read PurchaserSPAC’s final prospectus, dated April 5November 12, 2019 2021 (File No. 333-256381) and other SEC Reports, the Memorandum and Articles of AssociationSPAC Organizational Documents, and the Trust Agreement and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company Company, on behalf of itself, its Subsidiaries and their respective Affiliates 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 Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions Transactions, or, in the event of termination of this Agreement, another Business Combination, are not consummated by April 8November 15, 2021 2024 or such later date as approved by the shareholders of Purchaser SPAC Board upon written request from Sponsor, to complete a Business Combination, Purchaser SPAC will be obligated to return to its stockholders the SPAC Stockholders the amounts being held in the Trust Account. Accordingly, the The Company (on behalf of itself itself, its Subsidiaries and their respective Affiliates further acknowledges and agrees that, notwithstanding any other provision contained in this Agreement, no Group Company or its Affiliates) hereby waives Affiliate has and shall not at any pasttime prior to the Effective Time have, present any claim to, or future Action of make any kind claim against, and any right to access, the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any trustee of way to, the Trust Account business relationship between or among the Group Companies or their respective Affiliates, on the one hand, and Purchaser to collect from SPAC Parties on the Trust Account any monies that may be owed to them by Purchaser other hand, this Agreement, the Ancillary Agreements, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 5.04 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company, on behalf of itself, its Subsidiaries, and their respective Affiliates for hereby (a) irrevocably waives any reason whatsoeverClaim such parties may have, now or in the future and will not seek recourse against the Trust Account at any time for any reason whatsoeverwhatsoever in respect of any Claim, (b) agrees and acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied on by SPAC to induce SPAC to enter into this Agreement, and (c) intends and understands such waiver to be valid, binding and enforceable against the Group Companies and their respective Affiliates under applicable Law. However, that the foregoing waiver will not limit or prohibit the Group Companies or their respective Affiliates from (x) pursuing a claim against SPAC pursuant to this Agreement for specific performance or other equitable relief in connection with the Transactions or (y) pursuing any Claims that the Group Companies or their respective Affiliates may have 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). In the event that the a Group Company or its Affiliates commences any Action against or involving the Trust Fund Account in violation of the foregoing, the Purchaser as determined by a court of competent jurisdiction in a final non-appealable judgment or order, SPAC shall be entitled to recover from such party the Company the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser SPAC prevails in such Action. This Section 8.19 5.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Merger Agreement (Integrated Rail & Resources Acquisition Corp)
No Claim Against the Trust Account. The Company acknowledges that Purchaser 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 PurchaserAcquiror’s final prospectus, dated April 5November 24, 2019 2020 and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Purchaserthe Acquiror’s sole assets consist of the cash proceeds of Purchaserthe Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or is not consummated by April 8May 27, 2021 2022 or such later date as approved by the shareholders of Purchaser Acquiror Board to complete a Business Combination, Purchaser Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself itself, each other Company Group Member and its and their respective Affiliates) hereby waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences , including, without limitation, for any Action against or involving the Trust Fund in violation Willful Breach of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actionthis Agreement. This Section 8.19 6.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that 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 it has read PurchaserBuyer’s final prospectus, dated April 5December 7, 2019 2020 and other SEC Reports, the Memorandum and Articles of AssociationBuyer Organizational Documents, and the Trust Agreement and understands that Purchaser Buyer has established the Trust Account described therein for the benefit of PurchaserBuyer’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8September 10, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser Buyer to complete a Business Combination, Purchaser Buyer 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 irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, Account (including any trustee of the Trust Account and Purchaser distributions therefrom) or to collect from the Trust Account any monies that may be owed to them by Purchaser Buyer or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account (or distributions therefrom) at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Buyer 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. In The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it to enter in this Agreement, and the event that Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, monetary relief against or involving Buyer, the Company hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Fund Account and that such claim shall not permit the Company (or any party claiming on the Company’s behalf or in violation lieu of the foregoingCompany) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, relief against the Purchaser Trust Account (including any distributions therefrom) or the stockholders of Buyer, whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from such party the Company the associated reasonable legal fees and costs in connection with any such Actionaction, in the event Purchaser Buyer prevails in such Actionaction or proceeding. This Section 8.19 7.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
No Claim Against the Trust Account. The Company acknowledges and each of the Sellers acknowledge that 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 it has read Purchaser’s final prospectus, dated April 5, 2019 the Prospectus and other SEC ReportsDocuments, the Memorandum and Articles Existing SPAC Certificate of AssociationIncorporation, the Existing SPAC Bylaws and the Trust Agreement and understands that Purchaser the SPAC has established the Trust Account described therein for the benefit of Purchaserthe SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin the Trust Agreement. The Company and each Seller 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 Account for the benefit of its public shareholders. The Company further acknowledges acknowledge that, if the Transactions transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8July 2, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser the SPAC to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account Trustee and Purchaser the SPAC, or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 6.03 shall survive the termination of this Agreement for any reason; provided that nothing herein shall serve to limit or prohibit the Company’s or each Seller’s right to pursue a claim against 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 13.14 for specific performance or other injunctive relief.
Appears in 1 contract
Samples: Business Combination Agreement (GS Acquisition Holdings Corp II)
No Claim Against the Trust Account. The Company acknowledges that Purchaser Acies is a blank check 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 and Representatives of the Company have read Purchaser’s Acies’ final prospectus, dated April 5October 22, 2019 2020, and other Acies SEC ReportsDocuments, the Memorandum and Articles of AssociationAcies Organizational Document, and the Trust Agreement and understands the Company and such Representatives understand that Purchaser Acies has established the Trust Account described therein for the benefit of Purchaser’s Acies’ 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 Purchaser’s Acies’ sole assets consist of the cash proceeds of Purchaser’s Acies’ initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions are not consummated by April 8January 27, 2021 2023, or such later date as approved by the shareholders of Purchaser Acies to complete a Business Combination, Purchaser Acies 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 irrevocably waives any right, title, interest or past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acies to collect from the Trust Account any monies that may be owed to them by Purchaser Acies 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. In ; provided, however, that nothing herein shall serve to limit or prohibit the event that the Company commences any Action Company’s right to pursue a claim solely against Acies or involving for legal relief against assets held outside the Trust Fund in violation Account (including from and after the consummation of the foregoinga Business Combination other than as contemplated by this Agreement) or for specific performance, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs injunctive or other equitable relief in connection with any the consummation of the Transactions so long as such Action, in claim would not affect Acies’ ability to fulfill its obligation to effectuate the event Purchaser prevails in such ActionAcies Share Redemptions. This Section 8.19 Section 6.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Each of the Company and one or more businesses or assets, and the Company Holdings acknowledges that it has read PurchaserBuyer’s final prospectus, dated April 5December 7, 2019 2020 and other SEC Reports, the Memorandum and Articles of AssociationBuyer Organizational Documents, and the Trust Agreement and understands that Purchaser Buyer has established the Trust Account described therein for the benefit of PurchaserBuyer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin the Trust Agreement. 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 Account for the benefit of its public shareholders. The Company Holdings further acknowledges that, if the Transactions transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8September 10, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser Buyer to complete a Business Combination, Purchaser Buyer 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 irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, Account (including any trustee of the Trust Account and Purchaser distributions therefrom to Buyer’s public stockholders) or to collect from the Trust Account any monies that may be owed to them by Purchaser Buyer or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account (or distributions therefrom) at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit the Company’s or Holdings’ right to pursue a claim against Buyer 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 13.13 for specific performance or other injunctive relief. Each of the Company and Holdings agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it to enter in this Agreement, and each of the Company and Holdings further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent either the Company or Holdings commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, monetary relief against Buyer, the Company and Holdings hereby acknowledge and agree that their sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or Holdings (or any party claiming on the Company’s or Holdings’ behalf or in lieu of the Company or Holdings) to have any claim against the Trust Account (including any distributions therefrom to Buyer’s public stockholders) or any amounts contained therein. In the event that the Company or Holdings commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, relief against or involving the Trust Fund Account (including any distributions therefrom to Buyer’s public stockholders), whether in violation the form of the foregoingmoney damages or injunctive relief, the Purchaser Buyer shall be entitled to recover from such party the Company or Holdings the associated reasonable legal fees and costs in connection with any such Actionaction, in the event Purchaser Buyer prevails in such Actionaction or proceeding. This Section 8.19 8.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
No Claim Against the Trust Account. The Company acknowledges that Purchaser 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 PurchaserAcquiror’s final prospectus, dated April 5October 16, 2019 2018 and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Purchaserthe Acquiror’s sole assets consist of the cash proceeds of Purchaserthe Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement are not consummated by April 8July 31, 2021 2020 or such later date as approved by the shareholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences , including, without limitation, for any Action against or involving the Trust Fund in violation Willful Breach of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actionthis Agreement. This Section 8.19 6.05 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graf Industrial Corp.)
No Claim Against the Trust Account. The Company acknowledges that Purchaser Parent 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin Parent’s final prospectus, dated January 31, 2019 and other Parent SEC Reports, the Parent Organizational Documents, and the Trust Agreement. The Company further acknowledges and agrees that PurchaserParent’s sole assets consist of the cash proceeds of PurchaserParent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions are not consummated by April 8February 5, 2021 or such later date as approved by the shareholders of Purchaser Parent Stockholders to complete a Business Combination, Purchaser Parent 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Parent to collect from the Trust Account any monies that may be owed to them by Purchaser Parent 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. In , including for any Willful Breach of this Agreement; provided, that (a) nothing herein shall serve to limit or prohibit the event Company’s right to pursue a claim against Parent for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against Parent’s assets or involving funds that are not held in the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionAccount. This Section 8.19 7.05 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that 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 it has read PurchaserSPAC’s final prospectus, dated April 5January 14, 2019 and 2021, the other SEC Reports, the Memorandum and Articles of Association, Reports and the Trust Agreement SPAC Organizational Documents and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin the Trust Agreement. The Company further acknowledges and agrees that Purchaser’s sole assets consist of if the cash proceeds of Purchaser’s initial public offering and private placements of its securitiesTransactions, and that substantially all of these proceeds have been deposited or, in the Trust Account for the benefit event of its public shareholders. The Company further acknowledges thata termination of this Agreement, if the Transactions another Business Combination, are not consummated within 24 months from the closing of the offering contemplated by April 8SPAC’s final prospectus, 2021 or such later date as approved by the shareholders of Purchaser to complete a Business Combination, Purchaser SPAC 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 pastclaims (whether based on contract, present tort, equity or future Action any other theory of legal liability) of any kind against, and in or to any right to access, the Trust Account, any trustee of monies in the Trust Account and Purchaser agree not to collect from the Trust Account any monies that may be owed to them by Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom as a result of, or arising out of, this Agreement or the Transactions with SPAC; provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s right (1) to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, (2) for specific performance or other equitable 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 reason whatsoever. In the event claims that the Company commences any Action may have in the future against SPAC’s assets or involving funds that are not held in the Trust Fund in violation of Account (including any funds that have been released from the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees Trust Account and costs in connection any assets that have been purchased or acquired with any such Action, in the event Purchaser prevails in such Actionfunds). This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that 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 it has read PurchaserAcquiror’s final prospectus, dated April 5December 17, 2019 and 2021, the other SEC Reports, the Memorandum and Articles of Association, Reports and the Trust Agreement Acquiror Organizational Documents and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8June 17, 2021 2024 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 AffiliatesAffiliates and equityholders) hereby waives any past, present or future Action claims (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and in or any right to access, the Trust Account, access any trustee of monies in the Trust Account and Purchaser agrees not to collect from the Trust Account any monies that may be owed to them by Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom to Acquiror’s stockholders as a result of, or arising out of, in connection with or relating in any way to this Agreement or the Transactions with Acquiror; provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror 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 Acquiror Shareholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), and (y) nothing herein shall serve to limit or prohibit any reason whatsoever. In the event claims that the Company commences any Action may have in the future against Acquiror’s assets or involving funds that are not held in the Trust Fund in violation of Account (including any funds that have been released from the foregoing, the Purchaser shall be entitled Trust Account (other than to recover from such party the associated reasonable legal fees and costs its stockholders in connection with redemptions effected prior to a Business Combination) and any assets that have been purchased or acquired by Acquiror or any successor thereof or any of their respective Affiliates with any such Action, in the event Purchaser prevails in such Actionfunds or otherwise following a Business Combination). This Section 8.19 5.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Merger Agreement (Battery Future Acquisition Corp.)
No Claim Against the Trust Account. The Company acknowledges that Purchaser 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 PurchaserAcquiror’s final prospectus, dated April 5December 23, 2019 2020 and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Purchaserthe Acquiror’s sole assets consist of the cash proceeds of Purchaserthe Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement are not consummated by April 8June 30, 2021 2022, or such later date as approved by the shareholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences , including, without limitation, for any Action against or involving the Trust Fund in violation Willful Breach of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actionthis Agreement. This Section 8.19 6.05 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ventoux CCM Acquisition Corp.)
No Claim Against the Trust Account. The Company acknowledges that 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 it has read Purchaser’s final prospectus, dated April 5, 2019 the Final Prospectus and other SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8October 23, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Acquiror, First Merger Sub and Second Merger Sub 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 itself, its Subsidiaries, its Affiliates and its Affiliatesand their respective Representatives) hereby irrevocably waives any past, present or future Action of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by 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. Notwithstanding the foregoing, this Section 7.04 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.04 shall survive the termination of this Agreement for any reason. In the event that the Company 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 Fund in violation of the foregoingAccount, the Purchaser Acquiror shall be entitled to recover from such party the associated reasonable Person its legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Supernova Partners Acquisition Company, Inc.)
No Claim Against the Trust Account. The Company acknowledges that 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 it has read PurchaserAAC’s final prospectus, dated April 5March 1, 2019 2020 and other SEC Reports, the Memorandum and Articles of AssociationAAC Organizational Documents, and the Trust Agreement and understands that Purchaser AAC has established the Trust Account described therein for the benefit of PurchaserAAC’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin the Trust Agreement. 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 Account for the benefit of its public shareholders. The Company further acknowledges acknowledge that, if the Transactions transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by April 8March 2, 2021 2023 or such later date as approved by the shareholders of Purchaser AAC to complete a Business Combination, Purchaser AAC 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In ; provided that nothing herein shall serve to limit or prohibit the event that Company’s or the Company commences equityholders’ of the Company’s right to pursue a claim against AAC or any Action of its Affiliates for legal relief against or involving assets held outside the Trust Fund in violation Account (including from and after the consummation of the foregoing, the Purchaser shall be entitled a Business Combination other than as contemplated by this Agreement) or pursuant to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionSection 12.13 for specific performance or other injunctive relief. This Section 8.19 7.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)
No Claim Against the Trust Account. The Company and Topco each acknowledges that 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 it has read PurchaserAcquiror’s final prospectus, dated April 5July 15, 2019 and other SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin the Trust Agreement. 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 Account for the benefit of its public shareholders. The Company Topco further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8July 15, 2021 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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, each of the Company and Topco (on behalf of itself and its their respective Affiliates, Representatives and equityholders) hereby irrevocably waives any past, present or future Action 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, any trustee of the Trust Account Trustee and Purchaser Acquiror, or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Company’s or Topco’s right to pursue a claim against 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 the Trust Account) or pursuant to Section 11.13 for specific performance or other injunctive relief.
Appears in 1 contract
Samples: Merger Agreement (Conyers Park II Acquisition Corp.)
No Claim Against the Trust Account. The Company and Holdings each acknowledges that 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 it has read PurchaserAcquiror’s final prospectus, dated April 5February 13, 2019 2020 and other SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin the Trust Agreement. 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 Account for the benefit of its public shareholders. The Company Holdings further acknowledges that, if the Transactions transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8February 19, 2021 2022 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 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 or Holdings’ right to pursue a claim against 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 7.04 shall survive the termination of this Agreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company Each of the Markmore Parties acknowledges that 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 it has read Purchaser’s final prospectus, dated April 5, 2019 the Final Prospectus and other SEC Reports, the Memorandum and Articles of AssociationLiberty Organizational Documents, and the Trust Agreement and understands that Purchaser Liberty has established the Trust Account described therein for the benefit of PurchaserLiberty’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 Account for Agreement. Each of the benefit of its public shareholders. The Company Markmore Parties further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by April 8, 2021 or such later the date as approved by the shareholders stockholders of Purchaser Liberty to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences any Action against or involving the Trust Fund in violation of Notwithstanding the foregoing, this Section 8.03 shall not serve to limit or prohibit any of the Purchaser shall be entitled Markmore Parties or their respective controlled Affiliates’ rights to recover pursue a claim against Liberty or any of its Affiliates for legal relief against assets held outside the Trust Account (including from such party and after the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actionconsummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 13.13 for specific performance or other injunctive relief. This Section 8.19 8.03 shall survive the termination of this AgreementAgreement 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 Purchaser 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 Purchaser’s Acquiror's final prospectus, dated April 5March 14, 2019 and other Acquiror SEC Reports, the Memorandum and Articles of AssociationAcquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of Purchaser’s Acquiror'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 the Acquiror's sole assets consist of the cash proceeds of Purchaser’s 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 Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or is not consummated by April 8March 19, 2021 or such later date as approved by the shareholders stockholders of Purchaser Acquiror to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Acquiror to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences , including, without limitation, for any Action against or involving the Trust Fund in violation Willful Breach of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actionthis Agreement. This Section 8.19 6.06 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser Parent 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin Parent’s final prospectus, dated December 14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that PurchaserParent’s sole assets consist of the cash proceeds of PurchaserParent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions are not consummated by April 8December 15, 2021 2022 or such later date as approved by the shareholders of Purchaser Parent Stockholders to complete a Business Combination, Purchaser Parent 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Parent to collect from the Trust Account any monies that may be owed to them by Purchaser Parent 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. In , including for any Willful Breach of this Agreement; provided, however, that (a) nothing herein shall serve to limit or prohibit the event Company’s right to pursue a claim against Parent for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against Parent’s assets or involving funds that are not held in the Trust Fund in violation of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionAccount. This Section 8.19 7.06 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser 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, and the . The Company acknowledges that it has read PurchaserBuyer’s final prospectus, dated April 5June 26, 2019 2019, and other SEC Reports, the Memorandum and Articles of AssociationBuyer Organizational Documents, and the Trust Agreement and understands that Purchaser Buyer has established the Trust Account described therein for the benefit of Purchaser’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 PurchaserBuyer’s sole assets consist of the cash proceeds of PurchaserBuyer’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions are not consummated by April 8October 1, 2021 2021, or, in the event of termination of this Agreement, another Business Combination, is not consummated by July 1, 2021, or such later date as approved by the shareholders of Purchaser Buyer Stockholders to complete a Business Combination, Purchaser 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Buyer to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In the event that the Company commences , including any Action against or involving the Trust Fund in violation willful breach of the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Actionthis Agreement. This Section 8.19 5.10 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Each of the Company and one or more businesses or assets, and the Company Merger Sub acknowledges that it has read PurchaserSPAC’s final prospectus, dated April 5March 31, 2019 and 2022, the other SEC Reports, the Memorandum and Articles Organizational Documents of Association, SPAC and the Trust Agreement and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’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 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 Account for Agreement. Each of the benefit of its public shareholders. The Company and Merger Sub further acknowledges that, if the Transactions Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated within nine months from the closing of the offering contemplated by April 8SPAC’s final prospectus (or up to 21 months from the closing of the offering if SPAC extends the period of time to consummate a business combination, 2021 or such later date as approved by which may be accomplished only if the shareholders of Purchaser to complete a Business CombinationSponsor deposits additional funds into the Trust Account), Purchaser SPAC will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, and subject to the following proviso, each of the Company and Merger Sub (on behalf of itself and its respective Affiliates, Representatives and equity holders) hereby irrevocably waives any past, present or future Action right, title, interest or claims (whether based on contract, tort, equity or any other theory of legal Liability) of any kind against, and in or to any right monies in the Trust Account (or to access, collect any monies from the Trust Account, any trustee of the Trust Account ) and Purchaser agree not to collect from the Trust Account any monies that may be owed to them by Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom as a result of, or arising out of or relating to, this Agreement, the other Transaction Agreements or the Transactions; provided that notwithstanding anything herein or otherwise to the contrary, (x) nothing in this Section 6.03 shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable 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 exercise of the SPAC Shareholder Redemption Right by any reason whatsoever. In SPAC Shareholder) to the event Company in accordance with the terms of this Agreement and the Trust Agreement) or for Fraud and (y) nothing in this Section 6.03 shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against SPAC’s (or involving its successors’) assets or funds that are not held in the Trust Fund in violation of Account (including any funds that have been released from the foregoing, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees Trust Account and costs in connection any assets that have been purchased or acquired with any such Action, in the event Purchaser prevails in such Actionfunds). This Section 8.19 6.03 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that 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 it has read PurchaserVOSO’s final prospectus, dated April 5January 21, 2019 2021 and other SEC Reports, the Memorandum and Articles of AssociationVOSO Organizational Documents, and the Trust Agreement and understands that Purchaser VOSO has established the Trust Account described therein for the benefit of PurchaserVOSO’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 Account for the benefit of its public shareholdersAgreement. The Company further acknowledges that, if the Transactions Transactions, or, in the event of termination of this Agreement, another Business Combination, are not consummated by April 8January 20, 2021 2023 or such later date as approved by the shareholders stockholders of Purchaser VOSO to complete a Business Combination, Purchaser VOSO will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf Wejo Parties, for each of itself themselves and its their respective Subsidiaries, Affiliates) , directors, officers, employees, equityholders, Representatives, hereby waives waive any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser or to collect from the Trust Account any monies that may be owed to them by Purchaser 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. In , including for a breach of this Agreement by VOSO or any negotiations, agreements or understandings with VOSO (whether in the event past, present or future); provided, that nothing herein shall serve to limit or prohibit the Company commences Company’s, Wejo’s or the equityholders of Wejo right to pursue a claim against VOSO or any Action of its Affiliates for legal relief against or involving assets held outside the Trust Fund in violation Account (including from and after the consummation of the foregoing, the Purchaser shall be entitled a Business Combination other than as contemplated by this Agreement) or pursuant to recover from such party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such ActionSection 12.13 for specific performance or other injunctive relief. This Section 8.19 7.04 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
No Claim Against the Trust Account. The Company acknowledges that Purchaser Parent 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 Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, the Memorandum and Articles of Association, and the Trust Agreement and understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinin Parent’s final prospectus, dated January 19, 2021, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that PurchaserParent’s sole assets consist of the cash proceeds of PurchaserParent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholdersstockholders. The Company further acknowledges that, if the Transactions are not consummated by April 8January 20, 2021 2023 or such later date as approved by the shareholders of Purchaser Parent Stockholders to complete a Business Combination, Purchaser Parent 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 Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Purchaser Parent to collect from the Trust Account any monies that may be owed to them by Purchaser Parent 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. In , including for any Willful Breach of this Agreement; provided, however, that (a) nothing herein shall serve to limit or prohibit the event Company’s right to pursue a claim against Parent for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company commences any Action may have in the future against Parent’s assets or involving funds that are not held in the Trust Fund in violation of the foregoingAccount, the Purchaser shall be entitled to recover from such party the associated reasonable legal fees and costs in connection with including any such Action, amounts that were in the event Purchaser prevails in such ActionTrust Account but subsequently released therefrom. This Section 8.19 7.06 shall survive the termination of this AgreementAgreement for any reason.
Appears in 1 contract
