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

No Claim Against the Trust Account. The Company acknowledges that it has read Acquiror’s final prospectus, dated November 17, 2021, and other Acquiror SEC Reports, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of 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 that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination are not consummated by August 19, 2023 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 shall survive the termination of this Agreement for any reason.

Appears in 2 contracts

Samples: Merger Agreement (Seaport Global Acquisition II Corp.), Merger Agreement (American Battery Materials, Inc.)

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No Claim Against the Trust Account. The Company acknowledges that it has read Acquiror’s final prospectus, dated November 17May 10, 2021, 2013 and other Acquiror SEC Reports, the Acquiror Organizational Documents Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of 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 that, if the transactions contemplated by this Agreement Agreement, or, in the event of termination of this Agreement, another Business Combination Combination, are not consummated by August 19May 15, 2023 2015 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, Company on behalf of itself and its Affiliates, Affiliates hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 6.8 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Capitol Acquisition Corp. II)

No Claim Against the Trust Account. The Each of the Company and the NESCO Owner acknowledges that it has read Acquiror’s final prospectus, dated November 17August 15, 2021, 2017 and other Acquiror SEC Reports, the Acquiror Organizational Documents Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Each of the Company and the NESCO Owner further acknowledges that, if the transactions contemplated by this Agreement Agreement, or, in the event of termination of this Agreement, another Business Combination Combination, are not consummated by August 1921, 2023 2019 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company, Company and the NESCO Owner on behalf of itself and its Affiliates, Affiliates hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 7.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Capitol Investment Corp. IV)

No Claim Against the Trust Account. The Company acknowledges that it has read AcquirorSPAC’s final prospectus, dated November 1719, 2021, 2020 (File No. 333-249437) and other Acquiror SEC Reports, the Acquiror SPAC Organizational Documents Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account described therein for the benefit of AcquirorSPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges that, if the transactions contemplated by this Agreement Transactions, or, in the event of termination of this Agreement, another Business Combination Combination, are not consummated by August 19November 24, 2023 2022 or such later date as approved by the shareholders stockholders of Acquiror SPAC to complete a Business Combination, Acquiror SPAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, Company (on behalf of itself and its Affiliates, ) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror SPAC to collect from the Trust Account any monies that may be owed to them by Acquiror SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 5.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Kingswood Acquisition Corp.)

No Claim Against the Trust Account. The Each of the Company and Newco acknowledges that it has read Acquiror’s final prospectus, dated November 17January 24, 2021, 2018 and other Acquiror SEC Reports, the Acquiror Organizational Documents Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Each of the Company and Newco further acknowledges that, if the transactions contemplated by this Agreement Agreement, or, in the event of termination of this Agreement, another Business Combination Combination, are not consummated by August 19October 31, 2023 2019 or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company, Company and Newco (on behalf of itself and its Affiliates, ) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Gordon Pointe Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read Acquiror’s final prospectus, dated November 17July 21, 20212020, and other Acquiror SEC Reports, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of 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 that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination are not consummated by August 19April 24, 2023 2022 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 6.05 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Property Solutions Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read Acquiror’s final prospectus, dated November 17, 2021, the Final Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’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 that, if the transactions contemplated by this Agreement Transactions, or, in the event of a termination of this Agreement, another Business Combination Combination, are not consummated by August 19June 11, 2023 2022 or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, Company (on behalf of itself and its controlled Affiliates, ) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror or to collect from the Trust Account any monies that may be owed to them by 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. Notwithstanding the foregoing, this Section 7.04 shall not serve to limit or prohibit the Company’s or its controlled Affiliates’ rights 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 6.06 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Hudson Executive Investment Corp.)

No Claim Against the Trust Account. The Company Each of the Company, Holdings, Delaware Merger Sub and Jersey Merger Sub acknowledges that it has read Acquiror’s final prospectus, dated November 17September 6, 2021, 2018 and other Acquiror SEC Reports, the Acquiror Organizational Documents Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company Each of the Company, Holdings, Delaware Merger Sub and Jersey Merger Sub further acknowledges that, if the transactions contemplated by this Agreement Agreement, or, in the event of termination of this Agreement, another Business Combination Combination, are not consummated by August 19September 6, 2023 2020 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of the Company, Holdings, Delaware Merger Sub and Jersey Merger Sub (on behalf of itself and its Affiliates, ) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 8.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Churchill Capital Corp)

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No Claim Against the Trust Account. The Company acknowledges that it has read Acquiror’s final prospectus, dated November 17February 11, 20212019, and other Acquiror SEC Reports, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of 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 that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination are not consummated by August 19February 12, 2023 2021 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (RMG Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read AcquirorSPAC’s final prospectus, dated November 17filed with the SEC on July 9, 2021, 2021 and other Acquiror SEC Reports, the Acquiror SPAC Organizational Documents Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account described therein for the benefit of AcquirorSPAC’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 that, if the transactions contemplated by this Agreement Agreement, or, in the event of a termination of this Agreement, another Business Combination Combination, are not consummated by August 19July 12, 2023 (or such later date as approved by the shareholders October 12, 2023 if SPAC has an executed letter of Acquiror to complete intent, agreement in principle or definitive agreement for a Business CombinationCombination by July 12, Acquiror 2023), SPAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, Company (on behalf of itself and its controlled Affiliates, ) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror or to collect from the Trust Account any monies that may be owed to them by Acquiror SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 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 right to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (AltC Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges that it has read Acquiror’s final prospectus, dated November 176, 20212019, and other Acquiror SEC Reports, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of 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 that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination are not consummated by August 19November 12, 2023 2021 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (LGL Systems Acquisition Corp.)

No Claim Against the Trust Account. The Company acknowledges Notwithstanding anything else in this Agreement, JV GmbH, PP Holding, and the Shareholders acknowledge that it has they have read AcquirorSEDA’s final prospectus, dated November 171, 2021, and other Acquiror SEC Reports, the Acquiror SEDA’s Organizational Documents and the Trust Agreement and understands that Acquiror SEDA has established the Trust Account described therein for the benefit of AcquirorSEDA’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company JV GmbH, PP Holding, and the Shareholders further acknowledges acknowledge that, if the transactions contemplated by this Agreement Transactions or, in the event of termination of this Agreement, another Business Combination are not consummated by August 19March 2, 2023 2024, or such later date as approved by the shareholders of Acquiror SEDA or the SEDA Board, following shareholder approval, to complete a Business CombinationCombination in connection with an extension, Acquiror SEDA will be obligated to return to its stockholders shareholders the amounts being held in the Trust Account. Accordingly, JV GmbH, PP Holding, and the CompanyShareholders, each on behalf of itself and its Affiliates, hereby waives waive any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror SEDA to collect from the Trust Account any monies that may be owed to them by Acquiror SEDA or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.06 9.06 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (SDCL EDGE Acquisition Corp)

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